Common use of Certificates Clause in Contracts

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in delivery of such any instructions required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial balances and pass-through rates:

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee Certificate Registrar or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificate Registrar, as agent of the Depositor, shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Certificate Registrar shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee Certificate Registrar shall be liable for any delay in delivery of such any instructions required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. . In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) REMIC I will be evidenced the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the definitive Certificate, (xii) the REMIC I Regular Interests (designated below)Certificate Registrar shall execute, which will be uncertificated authenticate and non-transferable deliver, in accordance with the registration and are hereby designated as delivery instructions provided by the "regular interests" Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in REMIC I such Class of Certificates and (yiii) the Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class R-I of Certificates by the amount of the definitive Certificates, which is hereby designated as the single.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitiveTreasury Regulation Section 1.860G-2(f)), fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. either (i) REMIC I will purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be evidenced by other than a "qualified mortgage" (x) as defined in the REMIC I Regular Interests (designated belowCode), which will be uncertificated and non-transferable and are hereby designated as then notwithstanding the "regular interests" previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in REMIC I and (y) the Class R-I Certificatescase of substitution, which is hereby designated as two years from the singleClosing Date.

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depository and the Trustee Depositor have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar, as agent of the Depositor, shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar, as agent of the Depositor, may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. 3.1 The Administratie Kantoor shall issue one Certificate for each Share transferred to it in accordance herewith. Each Holder shall be deemed to represent and warrant, for the benefit of the Administratie Kantoor and each other Holder, that such Holder has good and valid title to each Share transferred to the AK by such Holder for certification, and that each Share so transferred is free and clear of all Liens. 3.2 The certification of any Share shall be effected by (ai) the actual transfer of such Share by or on behalf of the holder thereof to the Administratie Kantoor, (ii) the issuance by the AK of a Class A Certificate or a Class B Certificate, as the case may be, to and in the name of such Holder and (iii) the recordation of such issuance, including the name and address of such Holder, in a register of Certificates to be maintained by the AK. 3.3 All Certificates to be issued by the AK shall be registered. The DepositoryAK shall not issue any Certificates in bearer form. In the event of any Transfer of a Certificate by a Holder of one Class to a Holder of the other Class in accordance with Article 8, the Seller Certificate to be transferred shall be presented to the AK for cancellation and a Certificate in respect of such other Class shall be issued to the Trustee transferee Holder. 3.4 Upon reasonable prior written notice delivered to the AK Board, any Holder may have entered into access to the register of Certificates during normal business hours. 3.5 Each Holder covenants and agrees that it shall not Transfer its Certificates except in accordance herewith. 3.6 The AK shall not register the Transfer of any Certificates unless the Transfer is permitted by Article 8. The register of Certificates and any entry in the register of Certificates made upon any Transfer to a Depository Agreement dated Permitted Transferee shall include the following legend: DRAFT IN AGREED FORM "THE CERTIFICATES REPRESENTED BY THIS REGISTRATION ARE SUBJECT TO RESTRICTIONS ON TRANSFER IN ACCORDANCE WITH THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF MARCH 2, 2004, AND THE CONDITIONS OF ADMINISTRATION OF THE ISSUER AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH CERTIFICATES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH RESTRICTIONS ARE COMPLIED WITH." 3.7 As of the Closing Date, the AK has issued 180,000,000 Class A Certificates to EPS and 141,700,000 Class B Certificates to BRC, and no other Certificates are issued and outstanding as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred held by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresother persons. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (ai) The Depository, If the Seller and Members determine that the Trustee have entered into a Depository Agreement dated as Membership Interests of the Closing Date (Company shall be represented by certificates, every record holder of a Membership Interest shall be entitled to have a certificate or certificates evidencing the "Depository Agreement")Membership Interest owned by such record holder. Except for Certificates evidencing Membership Interests shall be in such form as shall be approved by the Residual CertificatesMembers, and may bear the Private Certificates and seal of the Individual Certificates and as provided in Subsection 5.01(b), the Company or a facsimile thereof. Certificates shall at all times remain registered in be consecutively numbered and shall state the following upon the face thereof: (A) that the Company is a limited liability company formed under the Act, (B) that the certificates evidence Membership Interests and (C) the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by record holder in whose name the Trustee except to a successor to the Depository; Membership Interests are registered. (ii) ownership and transfers of registration of such Certificates evidencing Membership Interests shall be signed on the books behalf of the Depository Company by one or more Officers of the Company. The signatures of the aforementioned Officers upon a certificate may be facsimiles. In case any Officer who has signed a certificate shall cease to be governed by applicable rules established such Officer before such certificate is issued, such certificate may nonetheless be issued by the Depository; Company with the same effect as if such Officer continued to serve in such capacity at the date of issuance. (iii) All certificates evidencing Membership Interests shall have affixed thereto a legend substantially in the Depository may collect its usual and customary feesfollowing form: THE INTEREST EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, charges and expenses from its Depository Participants; AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY SUCH INTEREST MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM. TRANSFERS, SALES, PLEDGES, HYPOTHECATIONS AND OTHER DISPOSITIONS OF THE INTEREST EVIDENCED BY THIS CERTIFICATE ARE FURTHER RESTRICTED BY THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT REFERRED TO BELOW. (iv) The Company may issue a new certificate in place of any certificate evidencing Membership Interests alleged to have been lost, stolen or destroyed, upon the Trustee shall deal with making of an affidavit of that fact by the Depository Person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate or certificates, the Company may, in its discretion and as representative a condition precedent to the issuance thereof, require that the owner of such Certificate Owners lost, stolen or destroyed certificate or certificates, or its legal representative, give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the respective Class alleged loss, theft or destruction of Certificates for purposes of exercising any such certificate or the rights of Certificateholders under this Agreement, and requests and directions for and votes issuance of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and new certificate. (v) the Trustee may rely and The Membership Interests shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all securities under Chapter 8 of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresUniform Commercial Code. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. Designation s Uncertificated REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date* LT1 Variable(1) $[___________] November 25 LT2 Variable(1) $[___________] November 25 LT3 0.00% $[___________] November 25 LT4 Variable(1) $[___________] November 25 LT5 Variable(1) $[___________] November 25 LT6 Variable(1) $[___________] November 25 LT7 0.00% $[___________] November 25 LT8 Variable(1) $[___________] November 25 XP (2) $100 November 25 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each REMIC I Regeular Interest, the “latest possible maturity date” shall be the Final Maturity Date. (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. (2) REMIC I Regular Interest XP will not bear interest. (ii) REMIC II will be evidenced by (x) the REMIC I II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "“regular interests" ” in REMIC I II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) an interest in the Class R-I CertificatesR Certificates designated as Component II thereof, which is hereby designated as the singlesingle “residual interest” in REMIC II. For federal income tax purposes, payment of any Carryover Shortfall Amount to any Class of Certificates shall be treated as paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of the REMIC II Regular Interest related to the Class of Certificates receiving such payment. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Designation Initial Principal Pass-Through Rate I-A-1 $211,495,000 (1) I-A-2 $105,748,000 (2) I-A-3 $35,249,000 (3) I-X-1 $0 (4) I-M-X $0 (5) I-B-1 $11,239,000 (6) I-B-2 $8,333,000 (7) I-B-3 $5,813,000 (8) I-B-4 $3,876,000 (9) I-B-5 $3,294,000 (9) I-B-6 $2,519,313 (9) R $100 (10) XP $100 (11) (1) The Class I-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (2) The Class I-A-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (3) The Class I-A-3 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (4) The Class I-X-1 Certificates will bear interest in an amount equal to the excess, if any, of interest accruing for that Interest Accrual Period at the Net Rate Cap on the Class I-X-1 Notional Amount, calculated on the basis of a year of 360 days with twelve 30 day months, over the amount of Accrued Certificate Interest on the Class I-A Certificates for the related Distribution Date, without giving effect to any reduction for interest shortfalls on the Mortgage Loans. For federal income tax purposes the combination of the foregoing rates,which represents the rate for the entire REMIC II Regular Interest I-X-1 is expressed as: a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate principal balance of REMIC I Regular Interests LT1, LT2, LT3 and LT4. For purposes of calculating the Pass-Through Rate for the Class I-X-1 Certificates or REMIC II Regular Interest I-X-1, the numerator is equal to the sum of the following components: (i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1; (ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT2; and (iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT4. (5) The Class I-M-X Certificates will bear interest in an amount equal to the excess, if any, of interest accruing for that Interest Accrual Period at the Net Rate Cap on the Class I-M-X Notional Amount, calculated on the basis of a year of 360 days with twelve 30 day months, over the amount of Accrued Certificate Interest on the Class I-B Certificates for the related Distribution Date, without giving effect to any reduction for interest shortfalls on the Mortgage Loans. For federal income tax purposes the foregoing rate is expressed as a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate principal balance of REMIC I Regular Interests LT5, LT6, LT7 and LT8. For purposes of calculating the Pass-Through Rate for the Class I-M-X Certificates or REMIC II Regular Interest I-M-X, the numerator is equal to the sum of the following components: (i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT5 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT5; (ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT6 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT6; and (iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT8 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT8. (6) The Class I-B-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (7) The Class I-B-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (8) The Class I-B-3 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (9) The Class I-B-4, Class I-B-5 and Class I-B-6 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (10) The Class R Certificates will not bear interest. (11) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. (d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has been designated as the “latest possible maturity date” for the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates. (e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and (i) each Class of Class X Certificates, interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months and (ii) each Class of Class I-A Certificates and Class I-B Certificates, interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, in each case, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount of such Class applicable to such Distribution Date. (f) The Certificates shall be substantially in the forms set forth in Exhibits A-▇, ▇-▇, ▇-▇, ▇-▇ and A-5. On original issuance, the Securities Administrator shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates of any Class, the Securities Administrator may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Securities Administrator, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Securities Administrator shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of definitive Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (g) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of three sub-trusts, one with respect to each of the Residual CertificatesGroup I, Group II and Group III Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Ownersterms of this Agreement. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository execution and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorydelivery hereof, the Trustee shall request that Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depository notify all Certificate Owners Trustee, in trust for the benefit of the occurrence Holders of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (designated below), which will such transfer and assignment by the Company to be uncertificated and non-transferable and are hereby designated referred to herein as the "regular interests" in Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and (y) the Class R-I CertificatesR-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, which and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is hereby designated as held or deemed to create a security interest in the singleConveyed Assets, then

Certificates. (a) The Depository, Certificates evidencing the Seller and the Trustee have entered into a Depository Agreement dated as shares of the Closing Date Company’s common stock underlying the Exchange Securities (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates “Underlying Shares”) shall at all times remain registered in the name of the Depository or its nominee and at all timesnot contain any legend: (i) while a registration statement covering the resale of such Certificates may not be transferred by security is effective under the Trustee except to a successor to the DepositorySecurities Act; (ii) ownership and transfers of registration following any sale of such Certificates on the books of the Depository shall be governed by applicable rules established by the DepositoryUnderlying Shares pursuant to Rule 144; or (iii) if such legend is not required under applicable requirements of the Depository Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after any of the events described in (i)-(iii) in the preceding sentence if required by the Company’s transfer agent to effect the removal of the legend hereunder (with a copy to the Holder and its broker). If all or any portion of an Exchange Security is converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may collect be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 11, it will, no later than two (2) Trading Days following the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its usual and customary fees, charges and expenses from its Depository Participants; (iv) records or give instructions to the Trustee Company’s transfer agent that enlarge the restrictions on transfer set forth in this Section 11. Certificates for Underlying Shares subject to legend removal hereunder shall deal be transmitted by the Company’s transfer agent to the applicable Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished directed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresHolder. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificatessame day. Neither the Seller Master Servicer nor the Trustee Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced by (x) irrevocable with respect to the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" making of distributions in REMIC I and (y) reduction of the Class R-I CertificatesA Principal Balance of Class A-3 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-3 Certificates are rejected by the Trust Administrator for failure to comply with the requirements of this Section 4.07, which is hereby designated the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the singlereason for such rejection.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Non-Offered Certificates (which are also Physical Certificates) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Non-Offered Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificate Registrar shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Certificate Registrar shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of the Closing Date March 30, 2004 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option and with the Grantor Trustee's consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I The Certificates shall have the following designations and initial principal amount: Designation Initial Principal Amount ----------- ------------------------ M-1 $45,500,000 M-2 $45,500,000 M-3 $28,600,000 M-4 $31,200,000 M-5 $27,950,000 M-6 $22,750,000 (d) With respect to each Payment Date, the Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Payment Date and the Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the respective Certificate Interest Rate set forth, or determined as provided, above and the Current Principal Amount of the Certificates applicable to such Payment Date. (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be evidenced registered as a single Certificate held by (x) a nominee of the REMIC I Regular Interests (designated below)Depository or the DTC Custodian, which and beneficial interests will be uncertificated held by investors through the book-entry facilities of the Depository in minimum denominations of $25,000 and non-transferable increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute and are hereby designated as countersign the "regular interests" Certificate in REMIC I the entire Current Principal Amount of the Certificates. The Grantor Trustee shall sign the Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the Grantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (yg) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the Class R-I Certificatesmanually executed countersignature of the Grantor Trustee or its agent, which is hereby designated as and such countersignature upon any Certificate shall be conclusive evidence, and the singleonly evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their countersignature.

Certificates. On the Effective Date, (a) The Depositorythe holders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Shares) of Shares, the Seller Corporation Options and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Corporation Warrants shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if the registered holders of the Great Oak Shares, Great Oak Replacement Options and Great Oak Replacement Warrants to which they are made entitled hereunder, respectively. Shareholders, holders of Corporation Options and holders of Corporation Warrants shall not be required to deliver and surrender to the Transfer Agent or the Corporation’s registrar, as applicable, the certificates representing their respective Shares, Corporation Options and Corporation Warrants which have been exchanged for Great Oak Shares in accordance with respect to different Certificate Owners; section 2.3(a) hereof, Great Oak Replacement Options in accordance with section 2.3(b) hereof and (vGreat Oak Replacement Warrants in accordance with section 2.3(c) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participantshereof. The Residual Certificates and Transfer Agent or registrar shall, as soon as practicable, issue to such Shareholders DRS Statements or certificates representing the Private Certificates are initially Physical Certificates. If at any time number of Great Oak Shares to which such holder is entitled or to effect the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners deposit of such respective Classes of BookGreat Oak Shares as book-Entry Certificates and any Global Certificates shall be made entry only securities in accordance with the “non- certificated inventory” rules and procedures established by of CDS. The Acquiror shall issue and deliver certificates representing the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates Great Oak Replacement Options to the registered holders of Certificate Owners it represents or the Corporation Options and the Great Oak Replacement Warrants to the registered holders of brokerage firms for which it acts all Corporation Warrants as agent in accordance with soon as practicable after the Depository's normal procedures.Effective Date, without any further action on the part of the holders thereof; and (b) If (i)(A) certificates evidencing Shares, Corporation Options and Corporation Warrants shall cease to represent any claim upon or interest in the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the DepositoryCorporation, the Trustee shall request that Acquiror or Amalco other than the Depository notify all Certificate Owners right of the occurrence of any such event and of the availability of definitive, fully registered Certificates holder to Certificate Owners requesting the same. Upon surrender receive pursuant to the Trustee of terms hereof and the Certificates by Amalgamation, Great Oak Shares, Great Oak Replacement Options and Great Oak Replacement Warrants, as applicable, in accordance with section 2.3 and the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsAmalgamation Agreement. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC I Regular Interests Provisions (designated below)as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, which will be uncertificated Uncertificated Pass-Through Rate and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (y) the designation and Certificate Principal Balance of the Class RR Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated. Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated each REMIC I Certificates, which is hereby designated as Interest Interest Rate Principal Balance ------------------------- ------------ ---------------- -------------------- Y-1 Regular Variable(1) $38,684.82 Y-2 Regular Variable(2) $308,276.53 Y-3 Regular Variable(3) $346,805.48 Z-1 Regular Variable(1) $77,330,950.65 Z-2 Regular Variable(2) $616,244,787.28 Z-3 Regular Variable (3) $693,270,558.73 Component I of the singleClass R Certificates Residual (4) $0

Certificates. (a) The DepositoryDTC, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date September 30, 2004 (the "Depository DTC Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository DTC or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the DepositoryDTC; (ii) ownership and transfers of registration of such Certificates on the books of the Depository DTC shall be governed by applicable rules established by the DepositoryDTC; (iii) the Depository DTC may collect its usual and customary fees, charges and expenses from its Depository DTC Participants; (iv) the Grantor Trustee shall deal with the Depository DTC as representative of such the Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for for, and votes of of, such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Paying Agent, the Grantor Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository DTC with respect to its Depository DTC Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository DTC Participant or brokerage firm representing such Certificate Owners. Each Depository DTC Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the DepositoryDTC's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository DTC is no longer willing or able to properly discharge its responsibilities as Depository under the DTC Agreement and (B) the Trustee Certificate Registrar or the Seller Depositor is unable to locate a qualified successor within 30 days thereafter or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the DepositoryDTC, the Trustee Certificate Registrar shall request that the Depository DTC notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Certificates by the DepositoryDTC, accompanied by registration instructions from the Depository DTC for registration, the Grantor Trustee shall issue and sign, and the Certificate Registrar shall countersign, the definitive Certificates. Neither of the Seller Depositor, the Paying Agent, the Certificate Registrar nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I The Certificates shall have the following designation and initial principal amount: Designation Initial Principal Amount ---------------------------------------------------------------------- A-1B $78,000,000.00 The Certificates shall have the Pass-Through Rate as defined herein. (d) With respect to each Distribution Date, the Certificates shall accrue interest during the related Interest Accrual Period. Interest on the Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the Pass-Through Rate set forth above and the Current Principal Amount of the Certificates applicable to such Distribution Date. (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign the Certificates, and the Certificate Registrar shall countersign the Certificates, and the Grantor Trustee shall deliver the Certificates at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign, and the Certificate Registrar may countersign, temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Certificate Registrar, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign, and the Certificate Registrar shall countersign, and the Grantor Trustee shall deliver in exchange therefor, a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be evidenced registered as a single Certificate held by (x) a nominee of DTC or the REMIC I Regular Interests (designated below)DTC Custodian, which and beneficial interests will be uncertificated held by investors through the book-entry facilities of DTC in minimum denominations of $1,000 and non-transferable increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute the Certificate, and are hereby designated the Certificate Registrar shall countersign the Certificate, in the entire Current Principal Amount of the Certificates. The Grantor Trustee shall sign, and the Certificate Registrar shall countersign, the Certificates by facsimile or manual signature on behalf of the Grantor Trustee or the Certificate Registrar, as applicable, by one of its authorized signatories, who shall be a Responsible Officer of the "regular interests" in REMIC I Grantor Trustee or the Certificate Registrar, as applicable, or its agent. A Certificate bearing the manual or facsimile signature of an individual who was an authorized signatory of the Grantor Trustee or the Certificate Registrar, as applicable, or its agent at the time of issuance shall bind the Grantor Trustee or the Certificate Registrar, as applicable, notwithstanding that such individual has ceased to hold such position prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Certificate Registrar, or its agent, and (y) such countersignature upon any Certificate shall be conclusive evidence, and the Class R-I Certificatesonly evidence, which is hereby designated as that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the singleClosing Date shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their countersignature.

Certificates. At the Effective Time: (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as registered holders of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Braingrid Shares shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not cease to be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreementholders Braingrid Shares, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if registered holders of Resulting Issuer Shares to which they are made entitled in accordance with respect to different Certificate Owners; and (v) the Trustee may rely and Section 10 hereof, all certificates evidencing Braingrid Shares shall be fully protected in relying upon information furnished by null and void, and on or after the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all Effective Time of the Certificates Amalgamation, subject to the provisions of one or more such Classes request that the Trustee cause such Class to become Global Certificatesany escrow requirement, if applicable, the Trustee Resulting Issuer shall provide instructions to the Resulting Issuer Registrar and Transfer Agent to deliver such certificates or other evidence of ownership representing the Seller will take such action as may be reasonably required number of Resulting Issuer Shares to cause which they are so entitled and/or register the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Bookholders thereof in book-Entry Certificates and any Global Certificates shall be made entry only format in CDS' name in accordance with the procedures established following: (i) holders of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ immediately prior to the Amalgamation (other than holders of Braingrid Shares that are U.S. Persons) will be issued physical certificates or DRS Advices representing Resulting Issuer Shares exchanged therefor; and (ii) holders of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ immediately prior to the Amalgamation that are U.S. Persons will be issued physical certificates representing the Resulting Issuer Shares exchanged therefor, each bearing the appropriate legend with respect to United States securities laws matters as agreed by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresparties. (b) If (i)(A) the Seller advises registered holders of Braingrid Summer Warrants, Braingrid Winter Warrants, Braingrid Consultant Warrants, Braingrid Summer Broker Warrants, Braingrid Winter Broker Warrants and Braingrid Options, shall be deemed to be the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners registered holders of the occurrence of any Resulting Issuer Summer Warrants, Resulting Issuer Winter Warrants, Resulting Issuer Legacy Warrants, Resulting Issuer Summer Broker Warrants, Resulting Issuer Winter Broker Warrants and Resulting Issuer Legacy Options, respectively, to which they are entitled in accordance with Section 10 hereof, all certificates and/or agreements evidencing such event and securities shall, in accordance with their terms, evidence such securities of the availability of definitive, fully registered Certificates to Certificate Owners requesting Resulting Issuer and the same. Upon surrender Resulting Issuer shall deliver notice to the Trustee holders of such options of the Certificates by foregoing or deliver amended certificates or agreements evidencing such securities of the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.Resulting Issuer as required; and (ic) REMIC I will be evidenced notwithstanding the foregoing, all certificates representing Braingrid Shares held by (x) persons who have validly exercised their dissent rights in connection at the REMIC I Regular Interests (designated below)shareholder meeting of Braingrid held to approve the Amalgamation, which will be uncertificated and non-transferable and are hereby designated as if applicable, shall represent only the "regular interests" right to receive fair value of the Braingrid Shares formerly represented by such certificates in REMIC I and (y) accordance with the Class R-I Certificates, which is hereby designated as the singleCBCA.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitiveTreasury Regulation Section 1.860G- 2(f)), fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. either (i) REMIC I will purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be evidenced by other than a "qualified mortgage" (x) as defined in the REMIC I Regular Interests (designated belowCode), which will be uncertificated and non-transferable and are hereby designated as then notwithstanding the "regular interests" previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in REMIC I and (y) the Class R-I Certificatescase of substitution, which is hereby designated as two years from the singleClosing Date.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Regular Interests (designated below), which will be uncertificated Pass-Through Rate") and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (ythe "REMIC I Regular Interests"). None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Initial Uncertificated Class Designation for each REMIC I Interest Pass-Through Rate Principal Balance ___________________________________________________________________________________________ W (1) N/A LT1 Variable(1) $441,504,310.38 LT2 Variable(1) $21,129.97 LT3 0.00% $23,027.18 LT4 Variable(1) $23,027.18 I-X-1 0.080% (2) I-X-2 0.500% (3) Component I of the Class RR N/A N/A _______________________________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-I Certificates, which is hereby designated as the singleThrough Rate.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I will be evidenced by for purposes of the REMIC Provisions (xas defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated REMIC I Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). None of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in certificated. Uncertificated REMIC I and Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance W (y1) N/A LT1 Variable(1) $694,637,648.39 LT2 Variable(1) $36,252.08 LT3 0.00% $33,221.95 LT4 Variable(1) $33,221.95 I-X-I 0.700% (2) Component I of the Class RR N/A N/A -------------------------------------------------- (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-I Certificates, which is hereby designated as the singleThrough Rate.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Ownersterms of this Agreement. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository execution and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorydelivery hereof, the Trustee shall request that Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depository notify all Certificate Owners Trustee, in trust for the benefit of the occurrence Holders of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (designated below), which will such transfer and assignment by the Company to be uncertificated and non-transferable and are hereby designated referred to herein as the "regular interests" in Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and (y) the Class R-I CertificatesR-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, which and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is hereby designated as held or deemed to create a security interest in the singleConveyed Assets, then

Certificates. (a) The DepositoryLLC Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that Royal Street is a limited liability company formed under the Trustee have entered into a Depository Agreement dated as laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Person to which it is issued and at all times: (i) registration the number of LLC Units which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository Royal Street as they are issued, and shall be governed by applicable rules established signed by the Depository; (iii) Chairman or the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative Chief Executive Officer of such Certificate Owners Royal Street. Upon any Transfer of the respective Class of Certificates for purposes of exercising the rights of Certificateholders LLC Units permitted under this Agreement, and requests and directions for and votes the transferring Member shall request Royal Street to (i) issue to the transferee a certificate representing the number of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; LLC Units so transferred and (vii) surrender to Royal Street the Trustee may rely existing certificate and Royal Street shall be fully protected in relying upon information furnished issue to the transferring Member certificates representing the remaining LLC Units, if any, held by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause transferring Member after taking into account such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedTransfer. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates certificates representing LLC Units (unless registered under the Securities Act), shall be made in accordance with bear the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresfollowing legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF ROYAL STREET. (b) If Each LLC Interest shall constitute a “security” within the meaning of (i)(Ai) Article 8 of the Seller advises Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository States of Delaware and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or New York and (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence Uniform Commercial Code of any such event and of other applicable jurisdiction that now or hereafter substantially includes the availability of definitive, fully registered Certificates 1994 revisions to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates Article 8 thereof as adopted by the DepositoryAmerican Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions1995. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut- Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts and assignment by the Company to be referred to herein as agent in accordance with the Depository's normal procedures. (b"Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) shall deposit into the Seller at its option advises Certificate Account the Trustee in writing that it elects to terminate Clipper Mortgage Loan Purchase Amount. Concurrently with the book-entry system through the Depositoryexecution and delivery hereof, the Trustee shall request that (a) execute and deliver the Depository notify all Clipper Loan Sale Agreement, and withdraw from the Certificate Owners Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the occurrence of any such event and of purchase price for the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Certificates by Clipper Loan Sale Agreement and the Depository, accompanied by registration instructions from Protective Transfer Agreement. The Clipper Mortgage Loans and the Depository for registration, other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall issue become part of the definitive CertificatesTrust Fund. Neither The Trustee hereby accepts the Seller nor the Trustee shall be liable for any delay in Trust created hereby and accepts delivery of such instructions the Trust Fund on behalf of the Trust and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesR-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, which and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is hereby designated as held or deemed to create a security interest in the singlePNC Conveyed Assets, then

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the third paragraph of Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitiveTreasury Regulation Section 1.860G-2(f)), fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. either (i) REMIC I will repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be evidenced by other than a "qualified mortgage" (x) as defined in the REMIC I Regular Interests (designated belowCode), which will be uncertificated and non-transferable and are hereby designated as then notwithstanding the "regular interests" previous sentence, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in REMIC I and (y) the Class R-I Certificatescase of substitution, which is hereby designated as two years from the singleClosing Date.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. At the time of the Amalgamation: (a) The Depositorythe registered holders of Kick Common Shares shall cease to be holders of Kick Common Shares, respectively, and shall be deemed to be registered holders of the Resulting Issuer Common Shares to which they are entitled in accordance with Section 2.7 hereof, all certificates evidencing Kick Common Shares, if any, shall be null and void and, on or after the Effective Time, subject to Section 2.10 hereof, the Seller Resulting Issuer shall provide instructions to the Resulting Issuer Registrar and Transfer Agent to deliver such certificates or other evidence of ownership representing the Trustee have entered into a Depository Agreement dated as number of Resulting Issuer Common Shares to which they are so entitled and/or register the Closing Date holders thereof in book-entry only format in CDS’ name (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered or in the name of the Depository or any of its nominee and at all times: (inominees) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by following: (i) holders of Kick Common Shares immediately prior to the Depository Participant Amalgamation that are not in the United States, are not U.S. Persons or brokerage firm non-residents of Canada, will have the Resulting Issuer Common Shares they are entitled to receive pursuant to the Amalgamation registered in book-entry only with CDS; and (ii) holders of Kick Common Shares immediately prior to the Amalgamation that are in the United States, are U.S. Persons or reside outside of Canada will be issued a physical certificate representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresResulting Issuer Common Shares they are entitled to receive pursuant to the Amalgamation. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners registered holders of the occurrence of any such event Kick Options and Kick Warrants shall be deemed to be the registered holders of the availability Resulting Issuer Options and Resulting Issuer Warrants to which they are entitled in accordance with Section 2.7 hereof, all certificates and/or agreements evidencing such securities shall, in accordance with their terms, evidence such securities of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender Resulting Issuer and the Resulting Issuer shall deliver notice to the Trustee holders of the Certificates by completion of the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.Amalgamation; and (ic) REMIC I will be evidenced notwithstanding the foregoing, all certificates representing Kick Common Shares held by (x) persons who have validly exercised their Dissent Rights in connection with the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as Kick Shareholders’ Approval shall represent only the "regular interests" right to receive fair value of the Kick Common Shares formerly represented by such certificates in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singleaccordance with applicable law.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. Book-based Notes shall be subject to the following: (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates Trustees may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as the authorized representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising applicable Beneficial Holders; (b) the rights of Certificateholders under this Agreementthe Beneficial Holders holding their Notes through the book-based system shall be exercised only through the Depository and the rights of such Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and such Beneficial Holders, and requests and directions for and votes of such representative shall not must be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made exercised through a Participant in accordance with the rules and procedures established by of the Depository; (c) the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates make transfers among the direct Participants of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate through the book-entry based system through and shall receive and transmit distributions of principal, premium (if any), and interest on the Depository, Notes to such direct Participants; (d) the Trustee shall request that direct Participants of the Depository notify all Certificate Owners shall have no rights under this Indenture or under or with respect to any of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Notes represented by a Global Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates held on their behalf by the Depository, accompanied by registration instructions from and the Depository may be treated by the Trustees and their agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Certificate for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.all purposes whatsoever; and (ie) REMIC I will be evidenced by each definitive certificate originally issued to an “affiliate” of the Issuer (xas such term is defined in Rule 144 under the U.S. Securities Act) the REMIC I Regular Interests (designated belowor where otherwise required to deal with restricted securities, and, except as provided in Section 3.2(c) or Section 3.6(a), which certificates issued in exchange for or in substitution of the foregoing Notes, will be uncertificated bear a legend to the following effect: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF YPG FINANCING INC. (THE “ISSUER”) THAT SUCH NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR A SUBSIDIARY OF THE ISSUER, (B) IN A TRANSACTION REGISTERED UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (D) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) AND (D) ABOVE, A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE TRUSTEES AND THE ISSUER, AND, IF REQUESTED BY THE TRUSTEES OR THE ISSUER, A LEGAL OPINION REASONABLY SATISFACTORY TO THE TRUSTEES AND THE ISSUER, MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY,” MAY BE OBTAINED FROM THE TRUSTEES UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRUSTEES AND THE ISSUER AND, IF REQUESTED BY THE TRUSTEES OR THE ISSUER, A LEGAL OPINION SATISFACTORY TO THE TRUSTEES AND THE ISSUER.” (f) Each Global Certificate (and non-transferable and are hereby designated as all Notes issued in exchange therefor or substitution thereof) shall bear the "regular interests" legend in REMIC I and substantially the following form: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (y“CDS”) the Class R-I CertificatesTO YPG FINANCING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, which is hereby designated as the singleEXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THIS NOTE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CDS OR A NOMINEE OF CDS. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN CDS OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF NOTE AS A WHOLE BY CDS TO A NOMINEE OF CDS OR BY A NOMINEE OF CDS TO CDS OR ANOTHER NOMINEE OF CDS AND/OR THEIR RESPECTIVE SUCCESSORS) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates are Physical Certificates and the Private Class B-IO Certificates are initially Physical Individual Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) after the Seller at its option advises occurrence and continuation of an Event of Default, Certificate Owners of Book-Entry Certificates having not less than 51% of the Fractional Undivided Interests evidenced by any Class of Book-Entry Certificates advise the Trustee and the Depository in writing through the Depository Participants that it elects to terminate the continuation of a book-entry system with respect to Certificates of such Class through the DepositoryDepository (or its successor) is no longer in the best interests of the Certificate Owners of such Class, then the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The Trust shall be deemed to consist of two sub-trusts, one with respect to each of the Residual Certificates, Group I and Group II Loans. The assets of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Ownersterms of this Agreement. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository execution and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorydelivery hereof, the Trustee shall request that Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depository notify all Certificate Owners Trustee, in trust for the benefit of the occurrence Holders of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (designated below), which will such transfer and assignment by the Company to be uncertificated and non-transferable and are hereby designated referred to herein as the "regular interests" in Conveyance", and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and (y) the Class R-I CertificatesR-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, which and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is hereby designated as held or deemed to create a security interest in the singleConveyed Assets, then

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee Certificate Registrar or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificate Registrar shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Certificate Registrar shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance or Notional Balance, as applicable, being exchanged, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (ii) the Certificate Registrar shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance or Notional Balance, as applicable, of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Certificate Registrar shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is are hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial balances and pass-through rates: REMIC I Interest Initial Balance Pass-Through Related Group Rate

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I II will be evidenced by (x) the REMIC I II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I II and (y) the Class R-I II Certificates, which is are hereby designated as the singlesingle class of "residual interests" in REMIC II. On each Distribution Date, the Trustee shall cause the REMIC II Distribution Amount to be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R-II Certificates, as the case may be, in the amounts and with the priorities set forth in the definition of REMIC II Distribution Amount. The REMIC II Regular Interests and the Class R-II Certificates will have the following designations and pass-through rates: Initial Uncertificated REMIC Uncertificated Latest Possible Designation II Pass Through Rate Principal Balance Maturity Date(3) ----------- ----------------- ----------------- ---------------- LT1 Variable(1) $623,745,859.12 September 25, 2034 LT2 Variable(1) $11,510.12 September 25, 2034 LT3 0.00% $50,907.00 September 25, 2034 LT4 Variable(1) $50,907.00 September 25, 2034 LT5 Variable(1) $188,077,921.58 September 25, 2034 LT6 Variable(1) $3,015.23 September 25, 2034 LT7 0.00% $15,805.43 September 25, 2034 LT8 Variable(1) $15,805.43 September 25, 2034 LT-Y1(2) Variable(1) $312,080.75 September 25, 2034 LT-Y2(2) Variable(1) $94,103.33 September 25, 2034 R-II 0.00% $0.00 September 25, 2034 ------------------ (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date June 29. 1998 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Seller, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated Certificates, described below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesR-1 Certificate, which is hereby designated as the singlesingle "residual interest" in REMIC I. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 1 Certificates which have the same designation as the REMIC I Certificates (without the "I-") or in the case of I-1-A-5/6, both the Class 1-A-5 and Class 1-A-6 Certificates. The REMIC I Regular Certificates and the Class R-1 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates in the following manner: REMIC I CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE ------------------------ * Notional Amount (1) The Class I-X Certificates will have a zero Principal Balance and will be entitled to the excess of the weighted average of the Net Rates of the Non-Discount Group 1 Mortgages over 7.00% per annum, multiplied by the Principal Balance of such Mortgages. (2) The Class I-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class I-PO Certificates is equal to a strip of principal from the Discount Mortgage Loans in Mortgage Loan Group 1, and its Principal Balance is paid down based on its share of the payments of principal from the Discount Mortgage Loans in Mortgage Loan Group 1. (ii) REMIC II will be evidenced by (x) the REMIC II Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and (y) the Class R-2 Certificate, which is hereby designated as the single "residual interest" in REMIC II. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 2 Certificates which have the same designation as the REMIC II Certificates (without the "II-") or in the case of the II-2-A-9/10, both the Class 2-A-9 and Class 2-A-10 Certificates. The REMIC II Regular Certificates and the Class R-2 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates in the following manner: REMIC II CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE ------------------------ * Notional Amount (1) The Class II-X Certificates will have a zero Principal Balance and will be entitled to the excess of the weighted average of the Net Rates of the Non-Discount Group 2 Mortgages over 6.75% per annum, multiplied by the Principal Balance of such Mortgages. (2) The Class II-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class II-PO Certificates is equal to a strip of principal from the Discount Mortgage Loans in Mortgage Loan Group 2, and its Principal Balance is paid down based on its share of the payments of principal from the Discount Mortgage Loans in Mortgage Loan Group 2. (iii) REMIC III will be evidenced by (x) the REMIC III Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC III and (y) the Class R-3 Certificate, which is hereby designated as the single "residual interest" in REMIC III. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC III Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 3 Certificates which have the same designation as the REMIC III Certificates (without the "III-"). The REMIC III Regular Certificates and the Class R-3 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates in the following manner: REMIC III CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE (1) This III-A-5 Class of Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group 3 Mortgage Loans. (2) The Class III-X Certificates will have a zero Principal Balance and will be entitled to the Sub-Group 3A Percentage of the excess of the weighted average of the Net Rates of the Non-Discount Group 3 Mortgages over 6.50% per annum, multiplied by the Principal Balance of such Mortgages. (3) The Class III-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class III-PO Certificates is equal to a strip of principal from the Discount Mortgage Loans in Mortgage Loan Group 3, and its Principal Balance is paid down based on its share of the payments of principal from the Discount Mortgage Loans in Mortgage Loan Group 3. (4) These Classes of III-B Certificates will be entitled to the sum of 2.890068558% (or the Sub-Group 3A Percentage times 6.50%) and the Sub-Group 3B Percentage multiplied by the weighted average of the Net Rates of the Group 3 Mortgage Loans. (iv) REMIC IV will be evidenced by (x) the REMIC IV Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC IV and (y) the Class R-4 Certificate, which is hereby designated as the single "residual interest" in REMIC IV. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC IV Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 4 Certificates which have the same designation as the REMIC IV Certificates (without the "IV-"). The REMIC IV Regular Certificates and the Class R-4 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates in the following manner:

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial balances and pass-through rates: (1) Group 1 1B $ 25,773.46 (2) Group 1 2A $ 853.12 (1) Group 2 2B $ 12,187.39 (3) Group 2 3A $ 1,435.30 (1) Group 3 3B $ 20,504.29

Certificates. With respect to each FCE Entity contributing FCE Contributed Interests at a Development Property Closing for a Development Property: (ai) The DepositoryA certificate, dated not earlier than thirty (30) business days prior to such Stabilization Closing Date, from the secretary of state of each state in which FCEI, FCRPC (or, to the extent FCRPC is no longer a principal borrower under FCEI’s principal revolving credit facility, such principal borrower) and any of the FCE Entities contributing FCE Contributed Interests to Master III at such Development Property Closing have been organized certifying as to the good standing of FCEI, FCRPC (or, to the extent FCRPC is no longer a principal borrower under FCEI’s principal revolving credit facility, such principal borrower) and the FCE Entities under the laws of such jurisdiction. (ii) A duly executed certificate of FCEI and each FCE Entity contributing FCE Contributed Interests to Master III at such Development Property Closing, dated as of such Stabilization Closing Date, certifying: (A) in the case of FCEI, that the board of directors of FCEI has adopted resolutions approving the transactions contemplated hereunder and authorizing FCEI to execute and deliver this Agreement, the Seller Interest Contribution Agreement and each other agreement and instrument necessary for the consummation of the transactions contemplated by this Agreement and the Trustee Interest Contribution Agreement (which resolutions will be attached to or incorporated in such certificate), that such action by the board of directors constitutes the only authorization required for such execution, delivery and consummation by FCEI, and that it has not been revoked or otherwise withdrawn and remains in full force and effect. (B) in the case of each of the FCE Entities, that the general partner, board of directors or other similar authority of such FCE Entity has adopted resolutions approving the transactions contemplated hereunder and authorizing the FCE Entity to execute and deliver this Agreement, the Interest Contribution Agreement and each other agreement and instrument necessary for the consummation of the transactions contemplated by this Agreement and the Interest Contribution Agreement (which resolutions will be attached to or incorporated in such certificate), that such action by such general partner, board of directors or other similar authority constitutes the only authorization required for such execution, delivery and consummation by the FCE Entity, and that it has not been revoked or otherwise withdrawn and remains in full force and effect. (C) as to a true and complete copy of the partnership agreement and certificate of limited partnership, or operating agreement and certificate of formation, or other similar organizational documents, as the case may be, of FCEI or the FCE Entity, that the same have entered into a Depository not been amended (except as noted therein) and that they are in full force and effect as of such Stabilization Closing Date, and also certifying as to the incumbency of the officers of FCEI or the FCE Entity, as the case may be, executing and delivering this Agreement, the Interest Contribution Agreement and the other documents and instruments provided herein to be executed and delivered by FCEI or the FCE Entity. (iii) A duly executed certificate of FCEI, dated as of the Stabilization Closing Date (Date, certifying that each of the "Depository Agreement")representations and warranties of Forest City referenced in Section 7.3 of this Agreement is true and correct as of such Stabilization Closing Date. Except for For purposes of the Residual Certificates, delivery of the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(bcertificate contemplated by this Section 5.6(e)(iii), the Certificates shall at all times remain registered references to the FCE Entities, FCE Contributed Interests, Development Property Owners or other jointly owned entities in the name of the Depository or its nominee relevant representations and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not warranties will be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall references only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of FCE Entities, FCE Contributed Interests, Development Property Owners and other jointly owned entities included in the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsDevelopment Property Closing at hand. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificatessame day. Neither the Seller Master Servicer nor the Trustee Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-12 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-12 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-12 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-12 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-12 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trust Administrator for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC X will be evidenced by (x) the REMIC X Regular Interests, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC X and (y) the Class R-X Certificates, which is hereby designated as the single "residual interest" in REMIC X. Corresponding REMIC I Regular Interest Pass- Allocation Allocation REMIC X Initial Uncertificated Through of of Interest Principal Balance ($) Rate Principal Interest I $ 1,503,402,429 (1) (3) (3) II $826,887,462 (2) (4) (4) R-X N/A N/A N/A N/A (1) During each Interest Accrual Period, REMIC X Regular Interest I will bear interest at a variable Pass- Through Rate equal to the weighted average of the Net Rates of the Group 1 Mortgage Loans. (2) During each Interest Accrual Period, REMIC X Regular Interest II will bear interest at a variable Pass- Through Rate equal to the weighted average of the Net Rates of the Group 2 Mortgage Loans. (3) REMIC X Regular Interest I shall be entitled to 100% of the Group 1 Available Funds. (4) REMIC X Regular Interest II shall be entitled to 100% of the Group 2 Available Funds. (ii) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. Distributions shall be deemed to be made to the REMIC I Regular Interests first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to the Class ZZZ Certificates. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Regular Interests (designated below), which will be uncertificated Pass-Through Rate") and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (ythe "REMIC I Regular Interests"). None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance W (1) N/A LT1 Variable(1) $433,034,227.58 LT2 Variable(1) $19,345.76 LT3 0.00% $23,964.39 LT4 Variable(1) $23,964.39 I-X-I 0.400% (2) Component I of the Class RR N/A N/A ___________________________________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-I Certificates, which is hereby designated as the singleThrough Rate.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such event and defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the availability Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of definitive(i) 90 days from the date the defect was discovered or (ii) in the case of substitution, fully registered Certificates two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to Certificate Owners requesting or less than, and have a Pass-Through Rate on the samedate of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. Upon surrender If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the Certificates purchase or repurchase by the DepositoryCompany of a Mortgage Loan pursuant to this Section 2.02. Furthermore, accompanied such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by registration instructions from the Depository for registrationCompany in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall issue release to the definitive Certificates. Neither Company the Seller nor the Trustee related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be liable for necessary to vest in the Company or its designee or assignee title to any delay Mortgage Loan released pursuant hereto. The obligation of the Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect in delivery a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as or the "regular interests" in Class R-1 Certificateholders or the Trustee on behalf of the Holders of the REMIC I and (y) Regular Interests or the Class R-I Certificates, which is hereby designated as the singleR-1 Certificateholders.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee Certificate Registrar or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificate Registrar, as agent of the Depositor, shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Certificate Registrar shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee Certificate Registrar shall be liable for any delay in delivery of such any instructions required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Certificate Registrar shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in such Class of Certificates and (iii) the Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below)Interests, which will be uncertificated and non-transferable and are hereby designated as the "“regular interests" ” in REMIC I and have the initial principal amounts and (other than REMIC I Regular Interest R-II/R-III) accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is are hereby designated as representing the singlesole class of “residual interests” in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial principal amounts and Pass-Through Rates: I-Sub $ 257.47 (1) Loan Group I I-Grp $ 5,719.47 (2) Loan Group I II-Sub $ 2,751.77 (1) Loan Group II II-Grp $ 61,149.97 (3) Loan Group II III-Sub $ 975.05 (1) Loan Group III III-Grp $ 21,665.85 (4) Loan Group III IV-Sub $ 1,357.09 (1) Loan Group IV IV-Grp $ 30,157.39 (5) Loan Group IV R-II/R-III $ 100.00 0.00% N/A ZZZ $ 1,186,802,901.66 (1) Loan Group I through Loan Group IV Class R-I $ 50.00 0.00% N/A (1) The weighted average of the Net Rates of the Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) The weighted average of the Net Rates of the Group II Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (4) The weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Group IV Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Interest shall be payable to the REMIC I Regular Interests at the applicable Pass-Through Rates on the related Uncertificated Principal Balances. On the Distribution Date in June 2006, REMIC I Regular Interest R-II/R-III will be paid $100 in reduction of its Uncertificated Principal Balance from the Class R-II Deposit and the Class R-III Deposit held in the Distribution Account. Distributions of principal shall be deemed to be made from amounts received on the Mortgage Loans to the REMIC I Regular Interests (other than REMIC I Regular Interest R-II/R-III), first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the aggregate Current Principal Amount of the Senior Certificates in the related Certificate Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied after all distributions have been made on each Distribution Date, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Certificate Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC I Regular Interest ZZZ. The aggregate amount of any Net Interest Shortfalls and interest portion of Realized Losses for any Distribution Date shall be allocated to accrued interest payable to the REMIC I Regular Interests (other than REMIC I Regular Interest R-II/R-III), pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC I Regular Interests Provisions (designated below)as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, which will be uncertificated Uncertificated Pass-Through Rate and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (y) the designation and Certificate Principal Balance of the Class RR Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated. Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated each REMIC I Certificates, which is hereby designated as Interest Interest Rate Principal Balance _____________________________________________________________________________ II-A Regular Variable(1) $471,282,000.00 II-B-1 Regular Variable(1) $13,755,000.00 II-B-2 Regular Variable(1) $8,153,000.00 II-B-3 Regular Variable(1) $4,840,000.00 II-B-4 Regular Variable(1) $4,840,000.00 II-B-5 Regular Variable(1) $4,075,000.00 II-B-6 Regular Variable(1) $2,549,315.00 Component I of the singleClass R Certificates Residual (2) $0.00 _______________________ (1) Each REMIC I Regular Interest will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II Mortgage Loans.

Certificates. (a) The DepositorySeries A Preferred Stock certificate shall be substantially in the form of Exhibit A, the Seller which is hereby incorporated in, and the Trustee form and terms thereof expressly made a part of, this Certificate of Incorporation. The Series A Preferred Stock certificate may have entered into notations, legends or endorsements required by law, stock exchange rule, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a Depository Agreement dated as form acceptable to the Corporation). (b) The Series A Preferred Stock shall initially be issued only in the form of one or more fully registered global security certificates ("Global Security Certificates") with the Closing Date (the "Depository Agreement"). Except for the Residual Certificatesglobal securities legend set forth in Exhibit A hereto, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of Cede & Co., the nominee of The Depository Trust Company, which will act as securities depositary (the "Depositary") for the Series A Preferred Stock. The Global Security Certificates will be deposited with the Depositary or its custodian. As long as the Depositary or its nominee is the registered owner of the Global Security Certificates, the Depositary or that nominee will be considered the sole owner and at holder of the Global Security Certificates and all times: (i) registration of such the shares of the Series A Preferred Stock represented by those Global Security Certificates may for all purposes under the Series A Preferred Stock. Except if the Depositary has notified the Corporation that it is unwilling or unable to continue as Depositary for the Global Security Certificates, has ceased to be qualified to act or there is a continuing default by the Corporation in respect of its obligations under the Series A Preferred Stock, the Underwriting Agreement, this Certificate of Incorporation or any other principal agreement or instrument executed in connection with the offering of the Series A Preferred Stock, owners of beneficial interests in Global Security Certificates will not be transferred entitled to have the Global Security Certificates or shares of the Series A Preferred Stock represented by those certificates registered in their names, will not receive or be entitled to receive physical certificates representing shares of the Series A Preferred Stock in exchange and will not be considered to be owners or holders of the Global Security Certificates or any of the shares of the Series A Preferred Stock represented by the Trustee except to a successor Global Security Certificates for any purpose under the Series A Preferred Stock. All payments on shares of the Series A Preferred Stock represented by the Global Security Certificates and all related transfers and deliveries of Common Stock will be made to the Depository; Depositary or its nominee as their holder. (iic) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made Except with respect to different Certificate Owners; and (v) the Trustee may rely and shall shares of Series A Preferred Stock that nay be fully protected in relying upon information furnished represented by physical certificates issued by the Depository with respect Corporation from time to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all time, procedures for conversion or redemption of the Certificates shares of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Series A Preferred Stock in accordance with the applicable provisions of this Certificate of Incorporation will be governed by arrangements among the Depositary, its participants and Persons that may hold beneficial interests through its participants designed to permit the settlement without the physical movement of certificates. Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in Global Security Certificates may be subject to various policies and procedures established adopted by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresDepositary from time to time. (bd) If (i)(A) the Seller advises Corporation issues any physical certificate representing shares of the Trustee in writing that the Depository is no longer willing Series A Preferred Stock from time to time and any such Series A Preferred Stock certificate shall be mutilated, lost, stolen or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorydestroyed, the Trustee shall request that Corporation shall, at the Depository notify all Certificate Owners expense of the occurrence Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of the Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent. The Corporation shall not be required to issue any physical certificates representing shares of the Series A Preferred Stock on or after any conversion date with respect to such shares of the Series A Preferred Stock. In place of the delivery of a replacement certificate following any such event and conversion date, the Transfer Agent, upon delivery of the availability evidence and indemnity described above, will deliver the shares of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender Common Stock pursuant to the Trustee terms of the Certificates Series A Preferred Stock evidenced by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionscertificate. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a4.1 Recognizing that the Petro Basin Shares shall be redeemed and re-designated as Petro Basin Class A Shares pursuant to §3.1(b)(i) The Depositoryand that the Petro Basin Class A Shares shall be exchanged partially for New Shares pursuant to §3.1(c), Petro Basin shall not issue replacement share certificates representing the Seller and Petro Basin Class A Shares. 4.2 Recognizing that the Trustee have entered into a Depository Agreement dated Distributed Subco Shares shall be transferred to the Petro Basin Shareholders as consideration for the redemption of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(bPetro Basin Class A Preferred Shares pursuant to §3.1(e), Subco shall issue one share certificate representing all of the Certificates shall at all times remain Distributed Subco Shares registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not Petro Basin, which share certificate shall be transferred held by the Trustee except to a successor Depositary until the Distributed Subco Shares are transferred to the Depository; (ii) ownership Petro Basin Shareholders and transfers of registration of such Certificates on certificate shall then be cancelled by the books Depositary. To facilitate the transfer of the Depository Distributed Subco Shares to the Petro Basin Shareholders as of the Share Distribution Record Date, Petro Basin shall execute and deliver to the Depositary and the Transfer Agent an irrevocable power of attorney, authorizing them to distribute and transfer the Distributed Subco Shares to such Petro Basin Shareholders in accordance with the terms of this Plan of Arrangement and Subco shall deliver a treasury order or such other direction to effect such issuance to the Transfer Agent as requested by it. 4.3 Recognizing that all of the Petro Basin Class A Preferred Shares issued to the Petro Basin Shareholders pursuant to §3.1(c) will be governed redeemed by applicable rules established Petro Basin as consideration for the distribution and transfer of the Distributed Subco Shares under §3.1(e), Petro Basin shall issue one share certificate representing all of the Petro Basin Class A Preferred Shares issued pursuant to §3.1(e) in the name of the Depositary, to be held by the Depository; (iii) Depositary for the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners benefit of the respective Petro Basin Shareholders until such Petro Basin Class of Certificates for purposes of exercising the rights of Certificateholders under this AgreementA Preferred Shares are redeemed, and requests such certificate shall then be cancelled. 4.4 As soon as practicable after the Effective Date, Subco shall cause to be issued to the registered holders of Petro Basin Shares as of the Share Distribution Record Date, share certificates representing the Subco Shares to which they are entitled pursuant to this Plan of Arrangement and directions shall cause such share certificates to be mailed to such registered holders. 4.5 From and after the Effective Date, share certificates representing Petro Basin Shares immediately before the Effective Date, except for and votes of such representative those deemed to have been cancelled pursuant to Article 5, shall not for all purposes be deemed to be inconsistent if they are made share certificates representing New Shares, and no new share certificates shall be issued with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected New Shares issued in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance connection with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresArrangement. (b) If (i)(A) 4.6 Petro Basin Shares traded, if any, after the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository Share Distribution Record Date and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender prior to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Effective Date shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely onrepresent New Shares, and shall be protected in relying on, such instructionsnot carry any right to receive a portion of the Distributed Subco Shares. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three- month period commencing on the Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitiveTreasury Regulation Section 1.860G-2(f)), fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. either (i) REMIC I will purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be evidenced by other than a "qualified mortgage" (x) as defined in the REMIC I Regular Interests (designated belowCode), which will be uncertificated and non-transferable and are hereby designated as then notwithstanding the "regular interests" previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in REMIC I and (y) the Class R-I Certificatescase of substitution, which is hereby designated as two years from the singleClosing Date.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such event and defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the availability Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of definitive(i) 90 days from the date the defect was discovered or (ii) in the case of substitution, fully registered Certificates two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to Certificate Owners requesting or less than, and have a Pass-Through Rate on the samedate of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. Upon surrender If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the Certificates repurchase by the DepositoryCompany of a Mortgage Loan pursuant to this Section 2.02. Furthermore, accompanied such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by registration instructions from the Depository for registrationCompany in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall issue release to the definitive Certificates. Neither Company the Seller nor the Trustee related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be liable for necessary to vest in the Company or its designee or assignee title to any delay Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in delivery of such instructions and may conclusively rely on, recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be protected removed from registration on the MERS'r' System in relying on, accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such instructions. (i) REMIC I will be evidenced by (x) a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as or the "regular interests" in Class R-1 Certificateholders or the Trustee on behalf of the Holders of the REMIC I and (y) Regular Interests or the Class R-I Certificates, which is hereby designated as the singleR-1 Certificateholders.

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depository and the Trustee Depositor have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar, as agent of the Depositor, shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar, as agent of the Depositor, may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes of Certificates for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The DepositoryRecord Holders of Membership Interests and, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificateswhere appropriate, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b)Derivative Membership Interests, the Certificates shall at all times remain registered be recorded in the name Register and ownership of such interests shall be evidenced by a physical certificate. Notwithstanding the Depository prior sentence, Common Units held by or through The Depositary Trust Company or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and evidenced by Certificates. Certificates shall be fully protected in relying upon information furnished executed on behalf of the Company by the Depository with respect to its Depository ParticipantsChief Executive Officer, President, Chief Financial Officer or any Senior Vice President or Vice President and the Secretary, any Assistant Secretary, or other authorized officer of the Company. The Residual Certificates and signatures of such officers upon a certificate may, to the Private Certificates are initially Physical Certificatesextent permitted by law, be facsimiles. In case any officer who has signed or whose signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance. If at a Transfer Agent has been appointed for a class of Membership Interests, no Certificate for such class of Membership Interests shall be valid for any time purpose until it has been countersigned by the Holders Transfer Agent; provided, however, that, if the Board of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required Directors elects to cause the Depository Company to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners issue Membership Interests of such respective Classes of Book-Entry Certificates and any Global Certificates class in global form, the Certificate shall be made valid upon receipt of a certificate from the Transfer Agent certifying that the Membership Interests have been duly registered in accordance with the procedures established directions of the Company. On or after the date on which Subordinated Units are converted into Common Units pursuant to the terms of Section 5.5, the Record Holders of such Subordinated Units shall exchange such Certificates for Certificates evidencing the Common Units into which such Record Holder’s Subordinated Units converted. With respect to any Membership Interests that are represented by physical certificates, the Depository Participant or brokerage firm representing Board of Directors may determine that such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is Membership Interests will no longer willing be represented by physical certificates and may, upon written notice to the holders of such Membership Interests and subject to applicable law, take whatever actions it deems necessary or able appropriate to properly discharge its responsibilities cause such Membership Interests to be registered in book entry or global form and may cause such physical certificates to be cancelled or deemed cancelled. The Board of Directors shall have the power and authority to make all such other rules and regulations as Depository it may deem expedient concerning the issue, transfer and (B) the Trustee registration or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners replacement of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The DepositoryAt and after the Effective Time until thereafter surrendered for transfer or exchange in the ordinary course, each outstanding certificate which immediately prior thereto represented shares of Company Class A Common Stock, Company Class B Common Stock or Company Class C Capital Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Holdco Class A Common Stock, Holdco Class B Common Stock or Holdco Class C Capital Stock, as applicable, into which the shares of Company Class A Common Stock, Company Class B Common Stock or Company Class C Capital Stock represented by such certificate have been converted as herein provided and shall be so registered on the books and records of Holdco and its transfer agent. At and after the Effective Time, the Seller and the Trustee have entered into a Depository Agreement dated as shares of capital stock of Holdco shall be uncertificated; provided, that, any shares of capital stock of Holdco that are represented by outstanding certificates of the Closing Date (Company pursuant to the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and immediately preceding sentence shall continue to be represented by certificates as provided in Subsection 5.01(b), therein and shall not be uncertificated unless and until a valid certificate representing such shares pursuant to the Certificates shall immediately preceding sentence is delivered to Holdco at all times remain its registered office in the name State of Delaware, its principal place of business, or an officer or agent of Holdco having custody of books and records of Holdco, at which time such certificate shall be canceled and in lieu of the Depository or its nominee and at all times: delivery of a certificate representing the applicable shares of capital stock of Holdco, Holdco shall (i) registration issue to such holder the applicable uncertificated shares of capital stock of Holdco by registering such Certificates may not shares in Holdco’s books and records as book-entry shares, upon which such shares shall thereafter be transferred by the Trustee except to a successor to the Depository; uncertificated and (ii) ownership take all action necessary to provide such holder with evidence of the uncertificated book-entry shares, including any action necessary under applicable law in accordance therewith, including in accordance with Sections 151(f) and transfers 202 of registration the DGCL. If any certificate that prior to the Effective Time represented shares of Company Class A Common Stock, Company Class B Common Stock or Company Class C Capital Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such Certificates on the books of the Depository shall be governed by applicable rules established fact by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of person or entity claiming such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed certificate to be inconsistent if they are lost, stolen or destroyed and the providing of an indemnity by such person or entity to Holdco, in form and substance reasonably satisfactory to Holdco, against any claim that may be made against it with respect to different Certificate Owners; and (v) such certificate, Holdco shall issue to such person or entity, in exchange for such lost, stolen or destroyed certificate, uncertificated shares representing the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders applicable shares of all of the Certificates of one Holdco Class A Common Stock, Holdco Class B Common Stock or more such Classes request that the Trustee cause such Holdco Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made C Capital Stock in accordance with the procedures established by set forth in the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedurespreceding sentence. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts and assignment by the Company to be referred to herein as agent in accordance with the Depository's normal procedures. (b"Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) shall deposit into the Seller at its option advises Certificate Account the Trustee in writing that it elects to terminate Clipper Mortgage Loan Purchase Amount. Concurrently with the book-entry system through the Depositoryexecution and delivery hereof, the Trustee shall request that (a) execute and deliver the Depository notify all Clipper Loan Sale Agreement, and withdraw from the Certificate Owners Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the occurrence of any such event and of purchase price for the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Certificates by Clipper Loan Sale Agreement and the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singleProtective Transfer

Certificates. (a) The Depository, Every Partner shall be entitled to have a certificate of certificates evidencing the Seller and Partnership Interest owned by such Partner. Certificates evidencing the Trustee have entered into a Depository Agreement dated Partnership Interests be in such form as of shall approved by the Closing Date (the "Depository Agreement")General Partner. Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in be consecutively numbered and shall state the following upon the face thereof: (i) that the Partnership is a limited partnership formed under the Delaware Act, (ii) that the certificates evidence Partnership Interests and (iii) the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by record holder in whose name the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they Partnership Interests are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresregistered. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificates evidencing Partnership Interests shall request that the Depository notify all Certificate Owners be signed on behalf of the occurrence of any such event and Partnership by the General Partner. The signatures of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall General Partner upon a certificate may be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsfacsimiles. (ic) REMIC I will All certificates evidencing Partnership Interests shall have affixed thereto a legend substantially in the following form: THE INTERESTS EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY SUCH INTERESTS MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM. TRANSFERS, SALES, PLEDGES, HYPOTHECATIONS AND OTHER DISPOSITIONS OF THE INTERESTS EVIDENCED BY THIS CERTIFICATE ARE FURTHER RESTRICTED BY THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT OF SEA BREEZE PACIFIC J▇▇▇ ▇▇ ▇▇▇▇ CABLE, LP. (d) The Partnership may issue a certificate in place of a certificate evidencing Partnership Interests alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the certificate to be evidenced by lost, stolen or destroyed. When authorizing the issuance of a new certificate or certificates, the Partnership may, in its discretion and as a condition precedent to the issuance thereof, require that the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, give the Partnership a bond sufficient to indemnify the Partnership against any claim that may be made against the Partnership on account of the alleged loss, theft or destruction of any certificate or the issuance of such new certificate. (xe) The Partnership Interests shall be securities under Chapter 8 of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singleUniform Commercial Code.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Regular Interests (designated below), which will be uncertificated Pass-Through Rate") and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (ythe "REMIC I Regular Interests"). None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance _________________________________________________________________________________________________ W (1) N/A LT1 Variable(1) $515,186,211.75 T2 Variable(1) $25,376.70 LT3 0.00% $26,149.69 LT4 Variable(1) $26,149.69 I-X-1 0.080% (2) I-X-2 0.500% (3) Component I of the Class RR N/A N/A __________________________________________ (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-I Certificates, which is hereby designated as the singleThrough Rate.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) [RESERVED]. (ii) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests as such amounts are payable and allocable to the Corresponding Certificates. The REMIC I Regular Interests and the Class R-I Certificates will have the following designations and pass-through rates: REMIC I Initial Balance Pass-Through Rate Interest LTI-IA1 $75,000,000.00 (1) LTI-IA2 $237,500,000.00 (1) LTI-IA3 $90,000,000.00 (1) LTI-IA4 $165,500,000.00 (1) LTI-IA5 $230,500,000.00 (1) LTI-IA6 $66,000,000.00 (1) LTI-IA7 $111,917,600.00 (1) LTI-IB1 $10,536,900.00 (1) LTI-IB2 $8,028,100.00 (1) LTI-IB3 $3,512,300.00 (1) LTI-IB4 $2,007,000.00 (1) LTI-IB5 $1,505,300.00 (1) LTI-IB6 $1,505,269.00 (1) R-I $50.00 (1) ------------------------------------ (1) The weighted average of the Net Rates of the Group 1 Mortgage Loans. REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and (y) the Class R-II Certificates, which is hereby designated as the single "residual interest" in REMIC II. Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II Regular Interests as such amounts are payable and allocable to the Corresponding Certificates. The REMIC II Regular Interests and the Class R-II Certificates will have the following designations and pass-through rates: REMIC II Initial Balance Pass-Through Rate Interest LTII-IIA1 $300,000,000.00 (1) LTII-IIA2 $25,893,300.00 (1) LTII-IIA3 $7,203,900.00 (1)

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except Each Bridge Noteholder will be entitled without charge to one Certificate for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain aggregate amount of Notes registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresname. (b) If Each Certificate shall bear a denoting number and shall be executed by the Issuer or Issuer 2 (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able as applicable). The Certificates are not required to properly discharge its responsibilities as Depository and (B) be authenticated by the Trustee or any other Person, provided that promptly following the Seller is unable execution of any Certificate, the Issuer or Issuer 2 (as applicable) shall notify the Trustee and provide a copy of such duly executed Certificate to locate the Trustee. (c) Each Certificate shall be in the form or substantially in the form set out in Schedule 6 (Form of Certificate). (d) The Issuer or Issuer 2 (as applicable) shall not be bound to register more than two persons as the joint holders of any Notes and shall not be bound to issue more than one Certificate for Notes held jointly by several persons. Delivery of a qualified successor within 30 days Certificate to one of such persons shall be sufficient delivery to all. (e) Where a Bridge Noteholder transfers part (but not all) of its Notes represented by a Certificate, the old Certificate shall be cancelled and a new Certificate for the balance of such Notes shall be issued without charge. (f) Where part (but not all) of the Notes represented by a Certificate are repaid, redeemed or repurchased, subject to the terms hereof, the Trustee and Issuer or Issuer 2 (as applicable) will note by pool factor decrease on the Register the principal amount of the Notes so redeemed with respect to each Bridge Noteholder. (g) Any signatures required on any Certificate may be affixed by means of electronic or mechanical signature. (h) If any Notes of a Bridge Noteholder are to be repaid, redeemed or repurchased in full such Bridge Noteholder shall deliver up to the Trustee, on or prior to the date falling two Business Days prior to the proposed date of such repayment, redemption or repurchase (or such later date as the Trustee may in its sole discretion agree): (i) the Certificate in respect of the Notes to be subject to such repayment, redemption or repurchase; and/or (ii) in the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorycase of a lost, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying ondefaced or destroyed Certificate, such instructionsindemnity and other documentation as the Issuer or Issuer 2 (as applicable) may reasonably require under paragraph (j) below. (i) REMIC I If any Certificate or other documentation delivered pursuant to paragraph (h) above includes any Notes which will not be evidenced repaid, redeemed or repurchased in full, the Issuer or Issuer 2 (as applicable) shall issue at the request of the applicable Bridge Noteholder a new Certificate for the balance of the Notes which will remain outstanding following such repayment, redemption or repurchase, free of charge and shall provide a copy of such new Certificate to the Trustee. (j) If the Certificate for any Note is lost, defaced or destroyed, the Issuer or Issuer 2 (as applicable) shall, promptly upon payment by the applicable Bridge Noteholder of any reasonable out-of-pocket expenses of the Issuer, replace such Certificate on such terms of the Directors may reasonable determine, provided that: (xi) the REMIC I Regular Interests Issuer or Issuer 2 (designated below)as applicable) has received any evidence or indemnity reasonably requested by the Issuer or Issuer 2 (as applicable) in connection with such loss, which will be uncertificated and non-transferable and are hereby designated defacement or destruction; and (ii) in the case of a defacement, the defaced Certificate has been delivered up to the Issuer or Issuer 2 (as applicable) prior to the "regular interests" in REMIC I and (y) issuance of the Class R-I Certificates, which is hereby designated as the singlenew Certificate.

Certificates. (a) The Depositorypurpose of REMIC I is to hold the REMIC I Trust Fund and provide for the issuance, the Seller execution and the Trustee have entered into a Depository Agreement dated as delivery of the Closing Date (Class R-1 Certificates. The assets of REMIC I shall consist of the "Depository Agreement")REMIC I Trust Fund. Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates REMIC I shall at all times be irrevocable. The assets of REMIC I shall remain registered in the name custody of the Depository or its nominee Trustee, on behalf of REMIC I, and at all times: (i) registration shall be kept in REMIC I. Moneys to the credit of such Certificates may not REMIC I shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in REMIC I will not be subject to a successor any right, charge, security interest, lien or claim of any kind in favor of U.S. Bank National Association in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC I, shall not have the power or authority to the Depository; (ii) ownership and transfers transfer, assign, hypothecate, pledge or otherwise dispose of registration of such Certificates on the books any of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesassets of REMIC I to any Person, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository except as representative permitted herein. No creditor of such Certificate Owners a beneficiary of REMIC I, of the respective Class Trustee, of Certificates for purposes the Master Servicer or of exercising the rights of Certificateholders under this AgreementCompany shall have any right to obtain possession of, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made or otherwise exercise legal or equitable remedies with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificatesto, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners property of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made REMIC I, except in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Ownersterms of this Agreement. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance Concurrently with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository execution and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositorydelivery hereof, the Trustee shall request that Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depository notify all Certificate Owners Trustee, in trust for the benefit of the occurrence Holders of any such event REMIC I Regular Interests and of the availability of definitiveClass R-1 Certificates, fully registered Certificates to Certificate Owners requesting without recourse, all the same. Upon surrender Company's right, title and interest in and to the Trustee of the Certificates by the DepositoryREMIC I Trust Fund, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. including but not limited to (i) all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"). The Trustee hereby accepts REMIC I will be evidenced by (x) created hereby and accepts delivery of the REMIC I Trust Fund on behalf of REMIC I and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the REMIC I Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, and (y) be construed as, an absolute sale of the Class R-REMIC I CertificatesTrust Fund. It is, which further, not the intention of the parties that such Conveyance be deemed a pledge of the REMIC I Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC I Trust Fund is hereby designated as held to be the singleproperty of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC I Trust Fund, then

Certificates. (a) The DepositoryIn the case of a request on behalf of a Deceased Holder, the Seller appropriate evidence of death and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed any tax waivers are required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Certificates by Clearing Agency (or, in the Depositorycase of a Clearing Agency Indirect Participant, accompanied by registration instructions from such Clearing Agency Indirect Participant must notify the Depository for registrationrelated Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Trustee shall issue Clearing Agency will date and time stamp such request and forward such request to the definitive CertificatesTrustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Seller Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-2 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-2 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-2 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-2 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-2 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trustee for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The DepositoryMembership Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that the Trustee have entered into Company is a Depository Agreement dated as limited liability company formed under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Member to which it is issued and at all times: (i) registration the number of Membership Units which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository Company as they are issued, and shall be governed by applicable rules established signed by the Depository; (iii) Chairman or the Depository Chief Executive Officer of the Company and may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal be sealed with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders Company's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, and requests and directions for and votes of such representative the transferring Member shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of Company and the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Company shall issue to the definitive Certificatestransferring Member certificates representing the remaining Membership Units held by such transferring Member after taking into account such Transfer. Neither All certificates representing Membership Units (unless registered under the Seller nor Securities Act of 1933, as amended (the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below"Securities Act")), which will be uncertificated and non-transferable and are hereby designated as shall bear the following legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "regular interests" in REMIC I and SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (yI) the Class R-I CertificatesUNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, which is hereby designated as the singleASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates are Physical Certificates and the Private Class B-IO Certificates are initially Physical Individual Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (ic) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Master Servicer Collection Account, the Distribution Account, any REO Property, and any proceeds of the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. REMIC I will be evidenced by (x) the Class I-a, Class I-m1, Class I-m2 and Class I-Q (the "REMIC I Regular Interests (designated belowInterests"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and will be uncertificated and non-transferable and (y) the Class R-I CertificatesR-1 Certificate, which is hereby designated as the singlesingle "residual interest" in REMIC I (the REMIC I Regular Interests, together with the Class R-1 Certificate, the "REMIC I Certificates"). The REMIC I Regular Interests shall be recorded on the records of REMIC I as being issued to and held by the Trustee on behalf of REMIC II. Interest on the REMIC I Regular Interests that corresponds to interest on the Mortgage Loans that is allocable to payments of principal on the Certificates (the "Turbo Amount") will not be paid directly as principal to the REMIC I Regular Interests, but instead a portion of the interest otherwise payable with respect to the Class I-Q REMIC I Regular Interest which equals 0.01% of the Turbo Amount will be payable as a reduction of the principal balances of the Class I-a, Class I-m1, and Class I-m2 REMIC I Regular Interests in the same proportions that the Turbo Amount is allocated among the Class A, Class M-1 and Class M-2 Certificates, respectively, and will be accrued and added to principal on the Class I-Q REMIC I Regular Interest. Principal payments on the Mortgage Loans held by REMIC I shall be allocated 0.01% to the Class I-a, Class I-m1 and Class I-m2 REMIC I Regular Interests. The remaining 99.99% shall be allocated to Class I-Q REMIC I Regular Interest. The aggregate amount of principal allocated to Class I-a, Class I-m1 and Class I-m2 REMIC I Regular Interests shall be apportioned among such classes in the same proportions as principal is payable with respect to the Class A, Class M-1 and Class M-2 Certificates, respectively. Notwithstanding the above, principal payments on REMIC I Regular Interests that are attributable to an Excess Overcollateralization Amount shall be allocated to the Class I-Q REMIC I Regular Interests. Cash of $50 will be deposited into REMIC I and shall be paid out on the first Distribution Date to the Class R-1 Certificate. The REMIC I Certificates will have the following designations, initial principal balances, pass-through rates and allocations of interest: Pass- Allocation Corresponding REMIC I Initial Principal Through of Class of Certificates Balance Rate Interest Certificates ------------- ------------------ -------- ------------ ---------------- I-a $ 103,967.390 (1) (2),(3) A I-m1 $ 1,060.890 (1) (2),(3) M-1 I-m2 $ 1,060.890 (1) (2),(3) M-2

Certificates. Section 5.01. Certificates (a) The Depository, the Seller Depositor and the Trustee Certificate Registrar have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Certificate Registrar cause such Class to become Global Certificates, the Trustee Certificate Registrar and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(Ai) (A) the Seller Depositor advises the Trustee Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee Certificate Registrar or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee Certificate Registrar shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Certificate Registrar of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Certificate Registrar shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance or Notional Balance, as applicable, being exchanged, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (ii) the Certificate Registrar shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance or Notional Balance, as applicable, of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Certificate Registrar shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which are hereby designated as the single "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial balances and pass-through rates: (1) Subgroup I-1 I-1B $87,180.50 (2) Subgroup I-1 I-2A $811.44 (1) Subgroup I-2 I-2B $10,142.95 (3) Subgroup I-2 I-ZZZ $973,129,431.61 (1) N/A II-1A $298.29 (4), (8) Subgroup II-1 II-1B $5,142.75 (5), (8) Subgroup II-1 II-2A $657.25 (4), (9) Subgroup II-2 II-2B $11,331.86 (6), (9) Subgroup II-2 II-3A $664.71 (4), (10) Subgroup II-3 II-3B $11,460.42 (7), (10) Subgroup II-3 II-ZZZ $279,320,780.72 (4), (11) N/A Class R-I $50.00 N/A Loan Subgroup I-1 (1) The weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Loan Subgroup I-1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) The weighted average of the Net Rates of the Loan Subgroup I-2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (4) The weighted average of the Net Rates of the Group II Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Loan Subgroup II-1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (6) The weighted average of the Net Rates of the Loan Subgroup II-2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (7) The weighted average of the Net Rates of the Loan Subgroup II-3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (8) The Current Principal Amount of REMIC I Regular Interests II-1A and II-1B may be subject to increase if the interest due on any Loan Subgroup II-1 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and, as a result of the negative amortization feature of that Mortgage Loan, that excess interest is added to its principal balance. (9) The Current Principal Amount of REMIC I Regular Interests II-2A and II-2B may be subject to increase if the interest due on any Loan Subgroup II-2 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and, as a result of the negative amortization feature of that Mortgage Loan, that excess interest is added to its principal balance. (10) The Current Principal Amount of REMIC I Regular Interests II-3A and II-3B may be subject to increase if the interest due on any Loan Subgroup II-3 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and, as a result of the negative amortization feature of that Mortgage Loan, that excess interest is added to its principal balance. (11) The Current Principal Amount of REMIC I Regular Interest II-ZZZ may be subject to increase if the interest due on any Loan Subgroup II-1 Mortgage Loan, Loan Subgroup II-2 Mortgage Loan or Loan Subgroup II-3 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and, as a result of the negative amortization feature of that Mortgage Loan, that excess interest is added to its principal balance. Distributions of principal shall be deemed to be made from amounts received on the related Group I Mortgage Loans or Group II Mortgage Loans, as the case maybe, to the applicable REMIC I Regular Interests, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans in the related Loan Subgroup; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans in the related Loan Subgroup over (y) the Current Principal Amount of the related Group I Senior Certificates or Group II Senior Certificates in the related Loan Subgroup (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest I-ZZZ or REMIC I Regular Interest II-ZZZ, as applicable. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans in the related Loan Subgroup; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans in the related Loan Subgroup over (y) the Current Principal Amount of the related Group I Senior Certificates or Group II Senior Certificates in the related Loan Subgroup (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC I Regular Interest I-ZZZ or II-ZZZ, as applicable. (ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II Certificate, which is hereby designated as the singlesingle "residual interest" in REMIC II. The REMIC II Regular Interests and the Class R-II Certificate will have the following designations, initial balances and pass-through rates: REMIC II Interest Initial Balance Pass-Through Rate Related Subgroup (1) The weighted average of the Net Rates of the Loan Subgroup I-1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Loan Subgroup I-2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rates on REMIC I Regular Interests I-1A and I-2A, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular Interest immediately preceding the related Distribution Date, provided that for purposes of that weighted average, the Pass-Through Rate of each such REMIC I Regular Interest shall be subject to a cap and a floor equal to the Pass-Through Rate of the REMIC I Regular Interest from the related Loan Subgroup ending with the designation "B". (4) The weighted average of the Net Rates of the Loan Subgroup II-1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Loan Subgroup II-2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (6) The weighted average of the Net Rates of the Loan Subgroup II-3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (7) A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rates on REMIC I Regular Interests II-1A, II-2A and II-3A, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular Interest immediately preceding the related Distribution Date, provided that for purposes of that weighted average, the Pass-Through Rate of each such REMIC I Regular Interest shall be subject to a cap and a floor equal to the Pass-Through Rate of the REMIC I Regular Interest from the related Loan Subgroup ending with the designation "B". (8) The Current Principal Amount of REMIC II Regular Interest II-A-1 may be subject to increase in the event that (i) the interest due with respect to any Loan Subgroup II-1 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and (ii) as a result of the negative amortization feature of that Mortgage Loan, the Current Principal Amounts of REMIC I Regular Interests II-1A and II-1B are increased. (9) The Current Principal Amount of REMIC II Regular Interest II-A-2 may be subject to increase in the event that (i) the interest due with respect to any Loan Subgroup II-2 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and (ii) as a result of the negative amortization feature of that Mortgage Loan, the Current Principal Amounts of REMIC I Regular Interests II-2A and II-2B are increased. (10) The Current Principal Amount of REMIC II Regular Interest II-A-3 may be subject to increase in the event that (i) the interest due with respect to any Loan Subgroup II-3 Mortgage Loan exceeds the Monthly Payment due on that Mortgage Loan for a given month and (ii) as a result of the negative amo

Certificates. On the Qualifying Transaction Date: (a) The Depositorythe registered holders of Aphria Shares (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Aphria Shares), Aphria Options and Aphria Warrants (collectively, the Seller “Original Securities”) shall be deemed to be the registered holders of the Black Sparrow Shares, Aphria Replacement Options and Aphria Replacement Warrants (collectively, the “Replacement Securities”), respectively, to which they are entitled hereunder, and upon surrender to Black Sparrow of the certificates representing the issued and outstanding Original Securities, such Aphria Securityholders shall be entitled, in exchange, to receive certificates representing the Replacement Securities, as the case may be, as set forth in Section 13 hereof; (b) Black Sparrow, as the registered holder of the Subco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and, upon surrender of the certificates representing such Subco Shares to Amalco, Black Sparrow shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as set forth in Section 13 hereof; (c) share certificates evidencing Aphria Shares and certificates representing the other Original Securities shall cease to represent any claim upon or interest in Aphria or Amalco other than the right of the holder to receive, pursuant to the terms hereof and the Trustee have entered into Amalgamation, the applicable Replacement Securities in accordance with Section 13 hereof; and (d) upon the delivery and surrender by a Depository Agreement dated as Aphria Securityholder to Black Sparrow of certificates representing all of the Closing Date (Original Securities owned by such Aphria Securityholder which have been exchanged for Replacement Securities, as the "Depository Agreement"). Except for case may be and in accordance with the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(bprovisions of Sections 13(c), (f) and (g) hereof, Black Sparrow shall on the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timeslater of: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to second Business Day following the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate OwnersQualifying Transaction Date; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners date of receipt by Black Sparrow of the occurrence certificates referred to above, issue to each such Aphria Securityholder certificates representing the number of any such event and of the availability of definitiveReplacement Securities, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificatescase may be, to which such holder is hereby designated as the singleentitled.

Certificates. (a) The DepositoryIn the case of a request on behalf of a Deceased Holder, the Seller appropriate evidence of death and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed any tax waivers are required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Certificates by Clearing Agency (or, in the Depositorycase of a Clearing Agency Indirect Participant, accompanied by registration instructions from such Clearing Agency Indirect Participant must notify the Depository for registrationrelated Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Trustee shall issue Clearing Agency will date and time stamp such request and forward such request to the definitive CertificatesTrustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Seller Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-6 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from FSA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-6 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-6 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-6 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trustee for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC I Regular Interests Provisions (designated below)as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, which will be uncertificated Uncertificated Pass-Through Rate and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (y) the designation and Certificate Principal Balance of the Class RR Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated. Initial Class Designation for each REMIC I Type of Uncertificated Uncertificated Assumed Final Interest Interest Pass-Through Rate Principal Balance Distribution Date* ------------------------------------ ------------- --------------------- ---------------------- ---------------------- Y-1 Regular Variable(1) $178,076.60 May 2036 Y-2 Regular Variable(2) $170,700.11 May 2036 Y-3 Regular Variable(3) $184,611.73 May 2036 Y-4 Regular Variable (4) $24,283.01 May 2036 Z-1 Regular Variable(1) $356,008,565.34 May 2036 Z-2 Regular Variable(2) $341,261,590.36 May 2036 Z-3 Regular Variable (3) $369,038,840.82 May 2036 Z-4 Regular Variable(4) $48,541,740.67 May 2036 Component I Certificatesof the Class R Certificates Residual (5) $0 May 2036 _______________________ (1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-4 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Component I of the Class R Certificates will not bear interest. (ii) As provided herein, which is hereby the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group III Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the singleClass R Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R Certificates. None of the REMIC II Regular Interests will be certificated. Initial Class Designation for each REMIC Type of Uncertificated Uncertificated Assumed Final II Interest Interest Pass-Through Rate Principal Balance Distribution Date* ------------------------------------ ------------- --------------------- ---------------------- ---------------------- Y-1 Regular Variable(1) $134,405.20 May 2036 Y-2 Regular Variable(2) $62,857.67 May 2036 Y-3 Regular Variable(3) $46,321.05 May 2036 Y-4 Regular Variable (4) $72,024.85 May 2036 Y-5 Regular Variable(5) $85,081.17 May 2036 Y-6 Regular Variable(6) $99,868.41 May 2036 Z-1 Regular Variable(1) $268,676,101.25 May 2036 Z-2 Regular Variable(2) $125,652,491.46 May 2036 Z-3 Regular Variable (3) $92,595,822.02 May 2036 Z-4 Regular Variable(4) $143,977,666.82 May 2036 Z-5 Regular Variable(5) $170,077,332.14 May 2036 Z-6 Regular Variable(6) $199,636,950.13 May 2036 Component II of the Class R Certificates Residual (7) $0 May 2036 _______________________ (1) Interest distributed to REMIC II Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-1 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to REMIC II Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-2 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to REMIC II Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-3 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to REMIC II Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-4 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Interest distributed to REMIC II Regular Interests Y-5 and Z-5 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-5 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (6) Interest distributed to REMIC II Regular Interests Y-6 and Z-6 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-6 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (7) Component II of the Class R Certificates will not bear interest. (iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component III of the Class R Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R Certificates. None of the REMIC III Regular Interests will be certificated. Initial Class Designation for each REMIC Type of Uncertificated Uncertificated Assumed Final III Interest Interest Pass-Through Rate Principal Balance Distribution Date* ------------------------------------ ------------- --------------------- ---------------------- ---------------------- LT1 Regular Variable(1) $921,083,293.36 May 2036 LT2 Regular Variable(1) $29,873.87 May 2036 LT3 Regular 0.00% 62,249.90 May 2036 LT4 Regular Variable(2) $62,249.90 May 2036 Component III of the Class R Certificates Regular (3) $0 May 2036 ______________________ (1) REMIC III Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted average of the Net Rates on the Group I Mortgage Loans. (2) REMIC III Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted average of the Net Rates on the Group I Mortgage Loans. (3) Component III of the Class R Certificates will not bear interest. (iv) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC IV." Component IV of the Class R Certificates will represent the sole Class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC IV and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class R Certificates. Class Designation for each Type of Initial Uncertificated Uncertificated Pass-Through REMIC IV Interest Interest Principal Balance Rate ------------------------------------ ------------- --------------------- ---------------------- ---------------------- II-1A Regular $325,020,000 (1) II-2A Regular $311,556,000 (2) II-3A Regular $336,916,000 (3) II-4A-1 Regular $40,066,000 (4) II-4A-2 Regular $4,250,000 (4) II-B-1 Regular $36,250,000 (5) II-B-2 Regular $20,635,000 (5) II-B-3 Regular $13,943,000 (5) II-B-4 Regular $11,712,000 (5) II-B-5 Regular $8,923,000 (5) II-B-6 Regular $6,137,409 (5) Component IV of the Class R Residual $0 (6) Certificates ______________________ (1) REMIC IV Regular Interest II-1A will bear interest at a variable rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans. (2) REMIC IV Regular Interest II-2A will bear interest at a variable rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans. (3) REMIC IV Regular Interest II-3A will bear interest at a variable rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans. (4) REMIC IV Regular Interests II-4A-1 and II-4A-2 will bear interest at a variable rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-4 Mortgage Loans. (5) REMIC IV Regular Interests ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇ and II-B-6 will bear interest at a variable rate equal to the weighted average of the weighted average of the Net Rates in each related Sub-Loan Group weighted in proportion to the results of subtracting from the aggregate principal balance of each related Sub-Loan Group, the Certificate Principal Balance of the related Classes of Senior Certificates. For purposes of the REMI

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (aor, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) The Depositoryin the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Seller Clearing Agency will date and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates time stamp such request and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of forward such Certificates may not be transferred by the Trustee except to a successor request to the Depository; (ii) ownership Trust Administrator. The Clearing Agency may establish such procedures as it deems fair and transfers equitable to establish the order of registration receipt of requests for such Certificates distributions received by it on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificatessame day. Neither the Seller Master Servicer nor the Trustee Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-11 or Class A-13 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.06(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.06. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-11 Certificates or Individual Class A-13 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs. Any Beneficial Owner of a Class A-11 or Class A-13 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-11 or Class A-13 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-11 or Class A-13 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trust Administrator for failure to comply with the requirements of this Section 4.06, which will be uncertificated and non-transferable and are hereby designated the Trust Administrator shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The DepositoryMembership Units shall be represented by a certificate or certificates, setting forth upon the Seller and face thereof that the Trustee have entered into Operating Company is a Depository Agreement dated as limited liability company formed under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Person to which it is issued and at all times: (i) registration the number of Membership Units which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository Operating Company as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely onissued, and shall be protected in relying onsigned by the CEO of the Operating Company. Upon any Transfer of Membership Units permitted under this Agreement (other than a pledge permitted under Section 4.1.2, such instructions. the transferring Member shall request the Operating Company to (i) REMIC I will be evidenced issue to the transferee a certificate representing the number of Membership Units so Transferred and (ii) surrender to the Operating Company the existing certificate and the Operating Company shall issue to the transferring Member certificates representing the remaining Membership Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (x) unless registered under the REMIC I Regular Interests (designated belowSecurities Act), which will be uncertificated and nonshall bear the following legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE COMPANY HAS RECEIVED SUCH ASSURANCES AS THE COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN SK-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class REARTHLINK MANAGEMENT CORP. AND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN SK-I CertificatesEARTHLINK LLC AND THE MEMBERS NAMED THEREIN, which is hereby designated as the singleEACH DATED THE [ DAY OF , 2005]. A COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the Mortgage Trust Certificates and the Trustee have entered into a Depository Agreement dated as of Class R-1 Certificates, to review or cause the Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (in the case of instruments described in clauses (X)(vi) and (Y)(x) of the definition of "Depository Agreement")Mortgage File," known by the Trustee to be required) pursuant to the third paragraph of Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singleTreasury

Certificates. (a) The Depository, the Seller Grantor Trust and the Trustee U.S. Bank National Association, in its capacity as agent, have entered into a Depository Agreement dated as of the Closing Date October 11, 2005 (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such the Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such the Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option and with the Grantor Trustee’s consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I The Certificates shall have the following designation, initial principal amount or initial notional amount and Certificate Interest Rate: Designation Initial Principal Amount Certificate Interest Rate Designation Initial Notional Amount Certificate Interest Rate provided, however, with respect to the initial Interest Accrual Period, the Certificate Interest Rate for the Class A-5 Certificates will be the Initial Certificate Interest Rate. With respect to each Distribution Date, the Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and the Class A-5-1 Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon One-Month LIBOR plus 0.38%, as adjusted in a manner and at the times that the interest rate for the Class A-5 Notes is determined by the Administrator pursuant to the Underlying Indenture, based upon the Current Principal Amount of the Class A-5-1 Certificates applicable to such Distribution Date (before giving effect to any payments on the Certificates on such date). With respect to each Distribution Date and the Class A-5-2 Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon One-Month LIBOR plus 0.38%, as adjusted in a manner and at the times that the interest rate for the Class A-5 Notes is determined by the Administrator pursuant to the Underlying Indenture, based upon the Current Principal Amount of the Class A-5-2 Certificates applicable to such Distribution Date (before giving effect to any payments on the Certificates on such date). With respect to each Distribution Date and the Class A-IO-1 Certificates, interest shall be calculated, on the basis of a 360-day year and 30-day monthly periods in the related Interest Accrual Period, based upon the Certificate Interest Rate for the Class A-IO-1 Certificates of 4.80% per annum, based upon the Current Notional Amount of the Class A-IO-1 Certificates applicable to such Distribution Date (before giving effect to any payments on the Certificates on such date); provided, however, the initial Interest Accrual Period will be deemed to consist of 76 days. The Certificate Notional Amount for the Class A-IO-1 Certificates shall be comprised of the following components: Class A-5-1 Notes 4.80% $10,207,000 October 12, 2005-November 24, 2009 Class A-5-2 Notes 4.80% $18,988,000 October 12, 2005-December 24, 2009 Class A-5-3 Notes 4.80% $18,989,000 October 12, 2005-January 24, 2010 Class A-5-4 Notes 4.80% $16,990,000 October 12, 2005-February 24, 2010 Class A-5-5 Notes 4.80% $23,985,000 October 12, 2005-March 24, 2010 Class A-5-6 Notes 4.80% $22,986,000 October 12, 2005-April 24, 2010 Class A-5-7 Notes 4.80% $23,986,000 October 12, 2005-May 24, 2010 Class A-5-8 Notes 4.80% $20,987,000 October 12, 2005-June 24, 2010 Class A-5-9 Notes 4.80% $19,988,000 October 12, 2005-July 24, 2010 Class A-5-10 Notes 4.80% $18,989,000 October 12, 2005-August 24, 2010 Class A-5-11 Notes 4.80% $16,990,000 October 12, 2005-September 24, 2010 Class A-5-12 Notes 4.80% $227,863,000 October 12, 2005-October 24, 2010 * Only to the extent that the Underlying Note is outstanding. With respect to each Distribution Date and the Class A-IO-2 Certificates, interest shall be calculated, on the basis of a 360-day year and 30-day monthly periods in the related Interest Accrual Period, based upon the Certificate Interest Rate for the Class A-IO-2 Certificates of 4.80% per annum, based upon the Current Notional Amount of the Class A-IO-2 Certificates applicable to such Distribution Date (before giving effect to any payments on the Certificates on such date); provided, however, the initial Interest Accrual Period will be deemed to consist of 76 days. The Certificate Notional Amount for the Class A-IO-2 Certificates shall be comprised of the following components: Class A-5-13 Notes 4.80% $6,000 October 12, 2005-November 24, 2009 Class A-5-14 Notes 4.80% $12,000 October 12, 2005-December 24, 2009 Class A-5-15 Notes 4.80% $11,000 October 12, 2005-January 24, 2010 Class A-5-16 Notes 4.80% $10,000 October 12, 2005-February 24, 2010 Class A-5-17 Notes 4.80% $15,000 October 12, 2005-March 24, 2010 Class A-5-18 Notes 4.80% $14,000 October 12, 2005-April 24, 2010 Class A-5-19 Notes 4.80% $14,000 October 12, 2005-May 24, 2010 Class A-5-20 Notes 4.80% $13,000 October 12, 2005-June 24, 2010 Class A-5-21 Notes 4.80% $12,000 October 12, 2005-July 24, 2010 Class A-5-22 Notes 4.80% $11,000 October 12, 2005-August 24, 2010 Class A-5-23 Notes 4.80% $10,000 October 12, 2005-September 24, 2010 Class A-5-24 Notes 4.80% $137,000 October 12, 2005-October 24, 2010 * Only to the extent that the Underlying Note is outstanding. (d) The Certificates shall be substantially in the form set forth in Exhibit A, Exhibit B, Exhibit C and Exhibit D attached to this Agreement. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver the Certificates at the written direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized initial denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate initial principal amount or initial notional amount, as applicable, in authorized initial denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (xe) the REMIC I Regular Interests (designated below), which The Book-Entry Certificates will be uncertificated and non-transferable and are hereby designated registered as the "regular interests" in REMIC I and (y) a single Certificate for the Class RA-5-I 1 Certificates, which is hereby designated as Class A-5-2 Certificates, the singleClass A-IO-1 Certificates and Class A-IO-2 Certificates issued under this Agreement and will be held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum initial denominations of $100,000 and increments of $1 in excess thereof. On the Closing Date, the Grantor Trustee shall execute and countersign a single Certificate in the entire Current Principal Amount for each of the Class A-5-1 Certificates and the Class A-5-2 Certificates and shall execute and countersign a single Certificate in the entire Current Notional Amount for each of the Class A-IO-1 Certificates and the Class A-IO-2 Certificates. The Grantor Trustee shall sign the Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the Grantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (f) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Grantor Trustee or its agent, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their countersignature.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Regular Interests (designated below), which will be uncertificated Pass-Through Rate") and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). None of the REMIC I Regular Interests will be certificated. (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and (y) any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class RR Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, pass-I Certificatesthrough rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). None of the REMIC II Regular Interests will be certificated. Class Designation for each REMIC II Uncertificated REMIC II Pass-Through Initial Uncertificated ---------------------------------------- Interest Rate Principal Balance -------------------------------------------- ----------------------------------------- ----------------------------------------- LT1 Variable(1) $88,222,507.88 LT2 Variable(1) $2,751.38 LT3 0.00% $6,076.78 LT4 Variable(1) $6,076.78 LT5 Variable(1) $848,094,972.05 LT6 Variable(1) $29,199.20 LT7 0.00% $55,666.78 LT8 Variable(1) $55,666.78 LT9 Variable(1) $407,248,622.06 LT10 Variable(1) $14,245.94 LT11 0.00% $26,506.03 LT12 Variable(1) $26,506.03 LT13 Variable(1) $573,889,831.39 LT14 Variable(1) $23,213.09 LT15 0.00% $34,213.09 LT16 Variable(1) $34,213.77 LT-W1 (1) $0.00 LT-W2 (1) $0.00 LT-W3 (1) $0.00 LT-W4 (1) $0.00 LT-Y1 Variable (1) $44,141.84 LT-Y2 Variable (1) $424,329.92 LT-Y3 Variable (1) $203,759.82 LT-Y4 Variable (1) $287,141.21 Component II of the Class R N/A $0 (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. (iii) As provided herein, which is hereby the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component III of the singleClass R Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests"). None of the REMIC III Regular Interests will be certificated.

Certificates. (a) The DepositoryTrustee agrees, for the Seller benefit of the Holders of the REMIC I Regular Interests and Class R-1 Certificates, to review or cause the Trustee have entered into a Depository Agreement dated as of Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Depository AgreementMortgage File"), known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Except for the Residual CertificatesIn performing such review, the Private Certificates Trustee may rely upon the purported genuineness and due execution of any such document, and on the Individual Certificates and purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all timesto: (i) registration the validity, legality, enforceability or genuineness of such Certificates may not be transferred by any of the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates Mortgage Loans identified on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesMortgage Loan Schedule, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in writing that it elects to terminate the book-entry system through the DepositoryMortgage Loan Schedule, the Trustee shall request that promptly so notify the Depository notify all Certificate Owners Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the occurrence of any such event Code and of the availability of definitiveTreasury Regulation Section 1.860G-2(f)), fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. either (i) REMIC I will repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be evidenced by other than a "qualified mortgage" (x) as defined in the REMIC I Regular Interests (designated belowCode), which will be uncertificated and non-transferable and are hereby designated as then notwithstanding the "regular interests" previous sentence, the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in REMIC I and (y) the Class R-I Certificatescase of substitution, which is hereby designated as two years from the singleClosing Date.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. The REMIC I Regular Interests and the REMIC I Residual Interest will have the following designations, initial balances and pass-through rates: Class Designation for each REMIC I Regular Interest and Initial Component I of Type Uncertificated the Class R of Pass-Through Principal Final Maturity Certificates Interest Rate Balance Date* ---------------------------------------------------------------------- Class Y-1 Regular Variable(1) $27,244.27 September 2034 Class Y-2 Regular Variable(2) $100,088.60 September 2034 Class Y-3 Regular Variable(3) $59,081.85 September 2034 Class Y-4 Regular Variable(4) $7,209.40 September 2034 Class Y-5 Regular Variable(5) $22,609.32 September 2034 Class Y-6 Regular Variable(6) $21,582.08 September 2034 Class Y-7 Regular Variable(7) $96,565.90 September 2034 Class Z-1 Regular Variable(1) $54,494,622.73 September 2034 Class Z-2 Regular Variable(2) $200,213,559.40 September 2034 Class Z-3 Regular Variable(3) $118,179,210.15 September 2034 Class Z-4 Regular Variable(4) $14,411,582.60 September 2034 Class Z-5 Regular Variable(5) $45,215,492.68 September 2034 Class Z-6 Regular Variable(6) $43,165,025.92 September 2034 Class Z-7 Regular Variable(7) $193,167,442.10 September 2034 Component I of the Class R Residual $100 August 2034 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible maturity date" shall be the Final Maturity Date. (1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group I Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group III Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group IV Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Interest distributed to the REMIC I Regular Interests Y-5 and Z-5 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group V Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (6) Interest distributed to the REMIC I Regular Interests Y-6 and Z-6 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group VI Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (7) Interest distributed to the REMIC I Regular Interests Y-7 and Z-7 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group VII Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (ii) REMIC II will be evidenced by (x) the REMIC I II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(iii) and (y) an interest in the Class R-I CertificatesR Certificates ("REMIC II Residual Interest"), which is hereby designated as the singlesingle "residual interest" in REMIC II. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Designation Initial Principal Pass-Through Rate ----------- ----------------- ----------------- I-A-1 $50,023,000 (1) I-A-2 $1,091,000 (2) II-A-1 $180,282,000 (3) II-A-2 $7,512,000 (4) III-A-1 $110,848,000 (5) IV-A-1 $13,517,000 (6) V-A-1 $42,410,000 (7) VI-A-1 $40,487,000 (8) VII-A-1 $181,185,000 (9) B-1 $13,718,000 (10) B-2 $10,707,000 (10) B-3 $7,361,000 (10) B-4 $5,018,000 (10) B-5 $3,012,000 (10) B-6 $2,010,317 (10) R $100 (11) -------------------- (1) The Class I-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group I Loans. (2) The Class I-A-2 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group I Loans. (3) The Class II-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II Loans. (4) The Class II-A-2 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II Loans. (5) The Class III-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group III Mortgage Loans. (6) The Class IV-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group IV Mortgage Loans. (7) The Class V-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group V Mortgage Loans. (8) The Class VI-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group VI Mortgage Loans. (9) The Class VII-A-1 Certificates will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group VII Mortgage Loans. (10) The Class B Certificates will bear interest at a variable rate equal to the weighted average of the Net Rate of the Mortgage Loans in each Mortgage Loan Group weighted in proportion to the results of subtracting from the aggregate principal balance of each Mortgage Loan Group, the Current Principal Balance of the related Classes of Senior Certificates. (11) The Class R Certificates will not bear interest. (d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC I Regular Interests, REMIC II Regular Interests and the Certificates. (e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates (other than the Class R Certificates), interest shall be calculated, on the basis of a 360-day year comprised of twelve 30-day months, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount of such Class applicable to such Distribution Date. (f) The Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2, A-3 and A-

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. The REMIC I Regular Interests and the REMIC I Residual Interest will have the following designations, initial balances and pass-through rates: Class Y-7A Regular Variable(1) $222,217.96 July 25, 2035 Class Y-7B Regular Variable(2) $277,781.47 July 25, 2035 Class Z-7A Regular Variable(1) $444,213,706.04 July 25, 2035 Class Z-7B Regular Variable(2) $555,288,927.53 July 25, 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. (1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group I Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group II Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” Component 2 of the Class R Certificates will represent the sole Class of “residual interests” in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the “Uncertificated REMIC II Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC II (the “REMIC II Regular Interests”) and the Class Principal Balance of Component 2 of the Class R Certificates. The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated. LT1 Variable(1) $999,182,564.52 July 25, 2045 LT2 Variable(1) $49,585.75 July 25, 2045 LT3 0.00% $50,414.51 July 25, 2045 LT4 Variable(1) $50,414.51 July 25, 2045 LT5 Variable(1) $69,654.00 July 25, 2045 LT6 Variable(1) $30,346.26 July 25, 2045 LT7 0.00% $69,654.00 July 25, 2045 LT-Y1 Variable (1) $222,217.96 July 25, 2045 LT-Y2 Variable (1) $277,781.47 July 25, 2045 (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. (iii) REMIC III will be evidenced by (x) the REMIC I III Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "“regular interests" ” in REMIC I III and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(iii) and (y) an interest in the Class R-I CertificatesR Certificates designated as Component 3 thereof (“REMIC III Residual Interest”), which is hereby designated as the singlesingle “residual interest” in REMIC III. For federal income tax purposes, payment of any Carryover Shortfall Amount to any Class of Certificates and all payments to the Class XP Certificate (which shall not be treated as an interest in any REMIC, but as a pass-through interest in the Trust entitled to any prepayment penalties payable with respect to the Mortgage Loant) shall be treated as paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of the REMIC III Regular Interest related to the Class of Certificates receiving such payment. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Designation Initial Principal Pass-Through Rate I-A-1 $239,995,000 (1) I-A-2 $119,998,000 (2) I-A-3 $39,999,000 (3) II-A-1 $450,009,000 (4) II-A-2 $50,001,000 (5) X-1 $0 (6) M-X $0 (7) M-1 $16,000,000 (8) M-2 $14,000,000 (9) M-3 $9,000,000 (10) M-4 $8,000,000 (11) M-5 $7,000,000 (12) M-6 $6,500,000 (13) B-1 $5,500,000 (14) B-2 $5,000,000 (15) B-3 $3,000,000 (16) B-4 $11,000,000 (17) B-5 $8,500,000 (17) B-6 $6,500,633 (17) R $100 (18) XP NA (19) (1) The Class I-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. The Pass-Through Rate with respect to the first Interest Accrual Period is 3.570% per annum, including amounts payable from the Class A Reserve Fund. (2) The Class I-A-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. The Pass-Through Rate with respect to the first Interest Accrual Period is 3.650% per annum, including amounts payable from the Class A Reserve Fund. (3) The Class I-A-3 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. The Pass-Through Rate with respect to the first Interest Accrual Period is 3.720% per annum, including amounts payable from the Class A Reserve Fund. (4) The Class II-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. The Pass-Through Rate with respect to the first Interest Accrual Period is 3.590% per annum, including amounts payable from the Class A Reserve Fund. (5) The Class II-A-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. The Pass-Through Rate with respect to the first Interest Accrual Period is 3.720% per annum, including amounts payable from the Class A Reserve Fund. (6) The Group I Component will bear interest in an amount equal to the excess, if any, of interest accruing for that Interest Accrual Period at the weighted average of the Net Rates on the Group I Mortgage Loans on the Component I-X-1 Notional Amount, calculated on the basis of a year of 360 days with twelve 30 day months, over the amount of Accrued Certificate Interest on the Class I-A Certificates for the related Distribution Date, without giving effect to any reduction for interest shortfalls on the Group I Mortgage Loans. The Group II Component will bear interest in an amount equal to the excess, if any, of interest accruing for that Interest Accrual Period at the weighted average of the Net Rates on the Group II Mortgage Loans on the Component II-X-1 Notional Amount, calculated on the basis of a year of 360 days with twelve 30 day months, over the amount of Accrued Certificate Interest on the Class II-A Certificates for the related Distribution Date, without giving effect to any reduction for interest shortfalls on the Group II Mortgage Loans. For federal income tax purposes the combination of the foregoing rates,which represents the rate for the entire REMIC III Regular Interest X-1 is expressed as: a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (vii) below, and the denominator of which is the aggregate principal balance of the REMIC I Regular Interests. For purposes of calculating the Pass-Through Rate for the Class X-1 Certificates or the REMIC III Regular Interest X-1, the numerator is equal to the sum of the following components: (i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1; (ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2; (iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4; (iv) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5; (v) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6; (vi) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT-Y1 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT-Y1; and (vii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT-Y2 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT-Y2. (7) The Class M-X Certificates will bear interest in an amount equal to the excess, if any, of interest accruing for that Interest Accrual Period at the Net Cap Rate for the Class M Certificates and the Class B Certificates on the Class M-X Notional Amount, calculated on the basis of a year of 360 days with twelve 30 day months, over the amount of Accrued Certificate Interest on the Class M Certificates and the Class B Certificates for the related Distribution Date, without giving effect to any reduction for interest shortfalls on the Mortgage Loans. For federal income tax purposes the foregoing rate is expressed as: a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (vii) below, and the denominator of which is the aggregate principal balance of the REMIC I Regular Interests. For purposes of calculating the Pass-Through Rate for the Class M-X Cer

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC I Regular Interests Provisions (designated below)as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, which will be uncertificated pass-through rate (the "Uncertificated Pass-Through Rate") and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. The REMIC I Regular Interests and (y) the REMIC I Residual Interest will have the following designations, initial balances and pass-through rates: Class Designation for each REMIC I Regular Interest and Initial Component I of Type Uncertificated the Class RR of Pass-Through Principal Final Maturity Certificates Interest Rate Balance Date* ---------------------------------------------------------------------- Class Y-1 Regular Variable(1) $30,391.57 November 2034 Class Y-2 Regular Variable(2) $81,025.60 November 2034 Class Y-3 Regular Variable(3) $33,287.98 November 2034 Class Y-4 Regular Variable(4) $18,995.57 November 2034 Class Y-5 Regular Variable(5) $55,775.01 November 2034 Class Y-6 Regular Variable(6) $24,467.94 November 2034 Class Z-1 Regular Variable(1) $60,752,757.43 November 2034 Class Z-2 Regular Variable(2) $161,970,168.40 November 2034 Class Z-3 Regular Variable(3) $66,542,677.02 November 2034 Class Z-4 Regular Variable(4) $37,972,136.43 November 2034 Class Z-5 Regular Variable(5) $111,501,197.99 November 2034 Class Z-6 Regular Variable(6) $48,914,451.06 November 2034 Component I Certificatesof the Class R Residual $100 November 2034 (1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-1 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-3 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-4 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Interest distributed to the REMIC I Regular Interests Y-5 and Z-5 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-5 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (6) Interest distributed to the REMIC I Regular Interests Y-6 and Z-6 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-6 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (ii) As provided herein, which is hereby the Trustee will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the singleClass R Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated. Uncertificated REMIC I ---------------- Initial Uncertificated Pass-Through REMIC I Latest Possible Designation Rate Principal Balance Maturity Date LT1 Variable(1) $814,558,432.64 November 25, 2034 LT2 Variable(1) $ 15,428.83 November 25, 2034 LT3 0.00% $ 66,041.76 November 25, 2034 LT4 Variable(2) $ 66,041.76 November 25, 2034 _______________ (1) The Class LT1 and LT2 REMIC II Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates on the Group I Mortgage Loans.

Certificates. (a) The Depository, At the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: Effective Time: (i) registration the F▇▇▇▇ Shareholders (other than holders of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates F▇▇▇▇ Shares on the books conversion of the Depository F▇▇▇▇ Subscription Receipts) shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if the registered holders of the New Carpincho Shares to which they are made with respect to different Certificate Owners; and entitled hereunder. All F▇▇▇▇ Shareholders (vother than holders of F▇▇▇▇ Shares on conversion of the F▇▇▇▇ Subscription Receipts) the Trustee may rely and shall be fully protected in relying upon information furnished by required to deliver and surrender to the Depository with respect to its Depository Participants. The Residual Certificates and Transfer Agent the Private Certificates are initially Physical Certificates. If at any time the Holders of certificates representing all of the Certificates of one or more their respective F▇▇▇▇ Shares which have been exchanged for New Carpincho Shares in accordance with Subsection 5(b) hereof, and such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action other documentation as may be reasonably required by the Transfer Agent, following which the Transfer Agent shall, as soon as practicable, issue to cause such F▇▇▇▇ Shareholders certificates representing the Depository number of New Carpincho Shares to accept which such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners F▇▇▇▇ Shareholders are entitled; (ii) Carpincho, as the registered holder of such respective Classes of Book-Entry Certificates and any Global Certificates the Subco Shares, shall be made deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and, upon surrender of the certificates representing such Subco Shares to Amalco, Carpincho shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as set forth in Section 6 hereof; and (iii) share certificates evidencing F▇▇▇▇ Shares shall cease to represent any claim upon or interest in F▇▇▇▇ or Amalco other than the right of the registered holders of F▇▇▇▇ Shares to receive pursuant to the terms hereof and the Amalgamation, New Carpincho Shares in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts Section 5 hereof, all as agent in accordance with the Depository's normal proceduresfurther set forth herein. (b) If (i)(A) Immediately following the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners satisfaction of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.Release Conditions: (i) REMIC I will the holders of F▇▇▇▇ Subscription Receipts shall be evidenced by (x) deemed to be the REMIC I Regular Interests (designated below)registered holders of the F▇▇▇▇ Shares and F▇▇▇▇ Warrants to which they are entitled pursuant to the terms of the F▇▇▇▇ Subscription Receipts. No certificates shall be delivered to any securityholder of F▇▇▇▇ evidencing any F▇▇▇▇ Shares or F▇▇▇▇ Warrants and accordingly, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, any securityholder of F▇▇▇▇ which is hereby designated entitled to any F▇▇▇▇ Shares or F▇▇▇▇ Warrants issuable upon conversion of the Subscription Receipts pursuant to the Subscription Receipt Agreement, shall receive delivery of certificates representing the number of New Carpincho Shares and New Carpincho Warrants to which such holder is entitled pursuant to the Amalgamation directly from the Transfer Agent as soon as practicable following the singleAmalgamation, without any further action on the part of such securiyholder of F▇▇▇▇; (ii) certificates evidencing Subscription Receipts shall cease to represent any claim upon or interest in F▇▇▇▇ other than the right of the registered holder to receive pursuant to the terms of the Amalgamation, New Carpincho Shares and New Carpincho Warrants, respectively, in accordance with Section 5 hereof; and (iii) holders of F▇▇▇▇ Compensation Options shall be deemed to be the registered holders of the New Carpincho Compensation Options to which they are entitled hereunder and, upon surrender of the certificates representing such F▇▇▇▇ Compensation Options to Carpincho, holders of the F▇▇▇▇ Compensation Options shall be entitled to receive certificates representing the number of New Carpincho Compensation Options to which they are entitled as set forth in Section 5 hereof.

Certificates. Certificates evidencing the Warrant Shares shall not contain any legend (aincluding the legend set forth above), (i) The Depositorywhile a registration statement covering the resale of such Warrant Shares is effective under the Securities Act, (ii) following any sale of such Warrant Shares pursuant to Rule 144 under the Seller Securities Act, (iii) if such Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale restrictions, (iv) if such Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Warrants) and the Trustee have entered into a Depository Agreement dated Company is then in compliance with the current public information required under Rule 144 as to such Warrant Shares, or (v) if such legend is not required under applicable requirements of the Closing Date Securities Act (including judicial interpretations and pronouncements issued by the "Depository Agreement"). Except for staff of the Residual Certificates, the Private Certificates Commission and the Individual Certificates and as provided in Subsection 5.01(bearliest of clauses (i) through (v), the Certificates “Delegend Date”)). The Company shall at all times remain registered in cause its counsel to issue a legal opinion to the name Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the Depository legend hereunder, or its nominee at the request of the Holder, which opinion shall be in form and substance reasonably acceptable to the Holder. From and after the Delegend Date, such Warrant Shares shall be issued free of all legends. The Company agrees that following the Delegend Date or at all times: such time as such legend is no longer required under this Section, it will, no later than one (i1) registration of such Certificates may not be transferred Trading Day following the delivery by the Trustee except to a successor Holder to the Depository; Company or the Transfer Agent of a certificate representing the Warrant Shares issued with a restrictive legend (iisuch first (1st) ownership Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all restrictive and transfers of registration of such Certificates on other legends or, at the books request of the Depository Holder shall be governed by applicable rules established by credit the Depository; (iii) account of the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal Holder’s prime broker with the Depository Trust Company System as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished directed by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresHolder. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The DepositoryIn the case of a request on behalf of a Deceased Holder, the Seller appropriate evidence of death and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed any tax waivers are required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Certificates by Clearing Agency (or, in the Depositorycase of a Clearing Agency Indirect Participant, accompanied by registration instructions from such Clearing Agency Indirect Participant must notify the Depository for registrationrelated Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Trustee shall issue Clearing Agency will date and time stamp such request and forward such request to the definitive CertificatesTrustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Seller Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from FSA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-3 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-3 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trustee for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date December 29, 1997 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates Class B-4, Class B-5, Class B-6 Class 3-B-4, Class 3-B-5, Class 3-B-6, Class 4-B-4, Class 4-B-5, Class 4-B-6, Class 5-B-4, Class 5-B-5 and the Private Class 5-B-6 Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so tradedtrading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Seller, the Master Servicers nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I II will be evidenced by (x) the REMIC I II Regular Interests (designated Certificates, described below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I II and (y) the Class R-I CertificatesR-2 Certificate, which is hereby designated as the singlesingle "residual interest" in REMIC II. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. To the extent principal and interest payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Class B Certificates, such principal, interest, shortfalls, losses and prepayments shall be payable or allocable to the Class IIB-1 and Class IIB-2 REMIC II Certificates, in the same proportion that such principal, interest, shortfalls, losses and prepayments are attributable to the Group 1 Mortgage Loans and Group 2 Mortgage Loans, respectively. The REMIC II Regular Certificates and the Class R-2 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates in the following manner: CORRESPONDING CLASSES OF CERTIFICATES -------------------------------------- PASS- REMIC II INITIAL THROUGH ALLOCATION OF ALLOCATION CERTIFICATES BALANCE ($) RATE (1) PRINCIPAL OF INTEREST ------------- ----------- -------- ------------- ----------- II-1A-1 64,234,000 W1 1-A-1 (2),(4) II-1A-2 57,398,000 W1 1-A-2 (3),(4) II-1AR 281,796,445 W1 1-A-3;1-A-4; 1-A-3;1-A-4; 1-A-5;1-A-6; 1-A-5;1-A-6; 1-A-7;1-A-8 & 1-A-7;1-A-8 1-A-9 & 1-A-9 (4) II-2A 132,122,999 W2 2-A-1;2-A-2; 2-A-1;2-A-2; ▇-▇-▇;▇-▇-▇ ▇-▇-▇;▇-▇-▇ (▇) ▇▇▇-▇ ▇▇,▇▇▇,▇▇▇.▇▇ ▇▇ Group B Group B (4) IIB-2 6,595,891.51 W2 Group B Group B (4) II-3AB 105,019,061.62 W3 Group 3 Group 3 (other than (other than Component P-3 Component P-3) (5) and Class 3-X) II-4AB 42,943,759.12 W4 Group 4 Group 4 (other than (other than Component P-4 Component and Class 4-X) P-4) (6) II-5AB 71,747,609.34 W5 Group 5 Group 5 (other than (other than Component P-5) Component P-5) II-PO 966,733.51 0% P N/A IIR-1 100.00 (7) W2 R-1 R-1 R-2 100.00 (7) ▇▇ N/A N/A --------------- (1) For purposes of computing the annual Pass-Through Rate: W1 is the rate computed by dividing (i) the sum of the amounts computed for each Group 1 Mortgage Loan determined by multiplying the principal balance of each Group 1 Mortgage Loan by the Net Rate of the Group 1 Mortgage Loan, by (ii) the sum of the amounts computed for each Group 1 Mortgage Loan by multiplying the Non-PO Percentage with respect to each Group 1 Mortgage Loan by the principal balance of the Group 1 Mortgage Loan; W2 is the rate computed by dividing (i) the sum of the amounts computed for each Group 2 Mortgage Loan determined by multiplying the principal balance of each Group 2 Mortgage Loan by the Net Rate of the Group 2 Mortgage Loan, by (ii) the sum of the amounts computed for each Group 2 Mortgage Loan by multiplying the Non-PO Percentage with respect to each Group 2 Mortgage Loan by the principal balance of the Group 2 Mortgage Loan; W3 is the rate computed by dividing (i) the sum of the amounts computed for each Group 3 Mortgage Loan determined by multiplying the principal balance of each Group 3 Mortgage Loan by the Net Rate of the Group 3 Mortgage Loan, by (ii) the sum of the amounts computed for each Group 3 Mortgage Loan by multiplying the Non-PO Percentage with respect to each Group 3 Mortgage Loan by the principal balance of the Group 3 Mortgage Loan; W4 is the rate computed by dividing (i) the sum of the amounts computed for each Group 4 Mortgage Loan determined by multiplying the principal balance of each Group 4 Mortgage Loan by the Net Rate of the Group 4 Mortgage Loan, by (ii) the sum of the amounts computed for each Group 4 Mortgage Loan by multiplying the Non-PO Percentage with respect to each Group 4 Mortgage Loan by the principal balance of the Group 4 Mortgage Loan; and W5 is the weighted average of the Net Rates of the Group 5 Mortgage Loans. (2) 635 basis points and 65 basis points of interest on this REMIC II Certificate shall be allocated to the Class 1-A-1 and Class 1-A-X1 Certificates, respectively. (3) 650 basis points and 50 basis points of interest on this REMIC II Certificate shall be allocated the Class 1-A-2 and Class 1-A-X2 Certificates, respectively. (4) Interest from this REMIC II Certificate in excess of 7% shall be allocated to the Class X Certificates. (5) Interest from this REMIC II Certificate in excess of 7.25% shall be allocated to the Class 3-X Certificates. (6) Interest from this REMIC II Certificate in excess of 7% shall be allocated to the Class 4-X Certificates. (7) On each Distribution Date, funds, if any, remaining in REMIC II after payment of principal and interest, as designated above, and any expenses of the Trust will be distributed to the Class R- 2 Certificates. The first $200 of principal payments on the Group 2 Mortgage Loans shall be distributed pro-rata between the Class II R-1 Certificates and the Class R-2 Certificates. (d) The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: DESIGNATION INITIAL PRINCIPAL AMOUNT PASS-THROUGH RATE ----------- ------------------------ ------------------ P $966,733.51 (1) 1-A-1 $ 64,234,000 6.35% 1-A-X1 (2) 0.65% 1-A-2 $ 57,398,000 6.50% 1-A-X2 (2) 0.50% 1-A-3 $119,518,000 7.00% 1-A-4 $ 13,772,000 7.00% 1-A-5 $ 26,016,235 (3) 1-A-6 $ 5,574,908 (4) 1-A-7 $ 25,000,000 (3) 1-A-8 $ 7,142,857 (4) 1-A-9 $ 84,772,445 7.00% 2-A-1 $108,113,000 7.00% 2-A-2 $ 6,014,000 7.00% 2-A-3 $ 4,110,000 7.00% 2-A-4 $ 13,885,999 7.00% X (5) (5) B-1 $ 14,349,468 7.00% B-2 $ 5,627,243 7.00% B-3 $ 2,250,897 7.00% B-4 $ 1,969,535 7.00% B-5 $ 1,125,448 7.00% B-6 $1,406,811.52 7.00% 3-A $ 96,087,329 7.25% 3-X (5) (5) 3-B-1 $ 4,465,865 7.25% 3-B-2 $ 1,786,347 7.25% 3-B-3 $ 1,103,331 7.25% 3-B-4 $ 683,015 7.25% 3-B-5 $ 367,777 7.25% 3-B-6 $ 525,397 7.25% 4-A $ 41,533,352 7.00% 4-X (5) (5) 4-B-1 $ 716,052 7.00% 4-B-2 $ 260,383 7.00% 4-B-3 $ 130,192 7.00% 4-B-4 $ 108,492 7.00% 4-B-5 $ 108,493 7.00% 4-B-6 $ 86,795.12 7.00% 5-A $ 69,056,699 (6) 5-B-1 $ 1,614,546 (6) 5-B-2 $ 430,545 (6) 5-B-3 $ 215,273 (6) 5-B-4 $ 179,394 (6) 5-B-5 $ 143,515 (6) 5-B-6 $ 107,637.34 (6) R-1 $ 100 7.00% R-2 $ 100 7.00% ------------ (1) The Class P Certificates are principal only certificates and will not bear interest. The Current Principal Amount of the Class P Certificates initially will be the amount shown above and is composed of Component P-1, Component P-2, Component P-3, Component P-4, and Comp▇▇▇▇▇ ▇-▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇age of each Discount Mortgage Loan in Mortgage Loan Groups 1, 2, 3 and 4, respectively, and in the case of Component P-5, a fixed amount of principal payable from all Group 5 Mortgage Loans. The initial principal amounts of Component P-1, Component P-2, Component P-3, Component P-4 and Compo▇▇▇▇ ▇-▇ ▇▇▇ $▇▇▇,▇▇▇.▇▇, $▇▇▇,▇▇4.18, $60,134.30, $453,382.76 and $10,000.00, respectively. (2) The Notional Amount of the Class 1-A-X1 Certificates and the Class 1-A-X2 Certificates on any Distribution Date will be equal to the Current Principal Amount of the Class 1-A-1 Certificates and the Class 1-A-2 Certificates, respectively, as of such date. (3) During the initial Interest Accrual Period, interest will accrue on the Class 1-A-5 and Class 1-A-7 Certificates at the rate of 7.00% and 6.5875% per annum, respectively. During each Interest Accrual Period thereafter, interest will accrue on the Class 1-A-5 Certificates at a per annum rate of 1.00% above LIBOR, determined monthly as described herein, subject to a maximum rate of 8.50% and a minimum rate of 1.00%, and interest will accrue on the Class 1-A-7 Certificates at a per annum rate of 0.90% above LIBOR, determined monthly as described herein, subject to a maximum rate of 9.00% and a minimum rate of 0.90%. (4) During the initial Interest Accrual Period, interest will accrue on the Class 1-A-6 and Class 1-A-8 Certificates at the rate of 7.00% and 8.44375% per annum, respectively. During each Interest Accrual Period thereafter, interest will accrue on the Class 1-A-6 Certificates at a per annum rate equal to 35.00% - (4.6667 x LIBOR) determined monthly as described herein, subject to a maximum rate of 35.00% and a minimum rate of 0.00%, and interest will accrue on the Class 1-A-8 Certificates at a per annum rate equal to 28.35% - (3.5 x LIBOR) determined monthly as described herein, subject to a maximum rate of 28.35% and a minimum rate of 0.00%. (5) The Class X Certificates, the Class 3-X Certificates and the Class 4-X Certificates will have Notional Amounts equal to the aggregate Scheduled Principal Balances of the Group 1 and Group 2 Mortgage Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans, respectively, and will bear interest on their Notional Amounts at variable Pass-Through Rates equal, in the case of the Class X Certificates, to the weighted average of the excess, if any, of (a) the Net Rates on each Group 1 and 2 Mortgage Loan over (b) 7.00% per annum; in the case of the Class 3-X Certificates, to the weighted average of the excess, if any, of (a) the Net Rates on each Group 3 Mortgage Loan over (b) 7.25% per annum; and in the case of the Class 4-X Certificates, to the weighted average of the excess, if any, of (a) the Net Rates on each Group 4 Mortgage Loan over (b) 7.00% per annum. The Notional Amount of the Class X Certificates is composed of two components ("Component X-1" and "Component X-2") equal to the Scheduled Principal Balances of the Group 1 and Group 2 Mortgage Loans, respectively. (6) All Group 5 Certificates other than the Component P-5 will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group 5 Mortgage Loans. (e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates, interest shall be calculated, on the basis of a 360-day year comprised of twelve 30-day months, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount or Notional Amount of such Class applicable to such Distribution Date. (f) (i) Commencing on December 29, 1997, with respect to the Class 1-A-7 and Class 1-A-8 Certificates, and on January 22, 1998, with respect to the Class 1-A-5 and Class 1-A-6 Certificates and monthly thereafter on the second business day prior to the first day of the related Interest Accrual Period for the Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates (each, a "LIBOR Determination Date), until the Current Principal Amounts of such Classes of Certificates have been reduced to zero, the Trustee will request each of the designated reference banks meeting the criteria set forth herein (the "Reference Banks") to inform the Trustee of the quotation offered by its principal London office for making one-month United States dollar deposits in leading banks in the London interbank market, as of 11:00 a.m. (London time) on such LIBOR Determination Date. (For purposes of calculating LIBOR, "business day" means a day on which banks are open for dealing in foreign currency and exchange in London, Chicago, Illinois and New York City.) In lieu of making a request of the Reference Banks, the Trustee may rely on the quotations for those Reference Banks that appear at such time on the Reuters Screen LIBO Page (as defined in the International Swap Dealers Association Inc. Code of Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition), to the extent available.

Certificates. (a) The DepositoryCertificates representing CRA Preferred Shares shall include a statement that requires the Trust to furnish to any CRA Preferred Shareholder, upon written request and without charge, a full statement of the Seller designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions and other qualifications and terms and conditions of redemption of such CRA Preferred and the Trustee differences in the relative rights and preferences between the CRA Preferred Shares to the extent that they have entered into a Depository Agreement dated as been set and the authority of the Closing Date Board of Trustees to set the relative rights and preferences of subsequent series of the same class of Shares. Notwithstanding any other provision of the Trust Agreement or the Amended and Restated Bylaws of the Trust (the "Depository TRUST BYLAWS") to the contrary, a certificate representing CRA Preferred Shares shall be validly issued upon the manual signature of any one or more Managing Trustee. Such a certificate need not be countersigned and registered by the Trust's transfer agent and/or registrar. The Managing Trustees, acting individually or collectively, shall execute and deliver certificates representing the CRA Preferred Shares substantially in the form attached hereto as Exhibit A and incorporated herein by reference, together with such modifications thereto as such Managing Trustee or Managing Trustees shall approve (notwithstanding any other provision of the Trust Agreement or Amended and Restated Bylaws of the Trust but subject to the requirements set forth in this Amended and Restated Certificate of Designation), such approval to be conclusively, but not exclusively, evidenced by the execution and delivery thereof by such Managing Trustee or Managing Trustees. To the extent that this Section 13 is inconsistent with the Trust Bylaws, in accordance with Article XIV of the Trust Bylaws, the Trust Bylaws, including Article VII of the Trust Bylaws, shall be deemed amended for the limited purposes set forth in this Section 13. ANNEX TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATION NOTICE OF CONVERSION To: Charter Municipal Mortgage Acceptance Company Reference is made to that certain Amended and Restated Certificate of Designation of Convertible Community Reinvestment Act Preferred Shares of Charter Municipal Mortgage Acceptance Company (the "CRA DESIGNATION"). Capitalized terms used but not defined herein shall have the meanings set forth in the CRA Designation. Pursuant to the CRA Designation, the undersigned, being a holder of CRA Preferred Shares (an "EXERCISING HOLDER"), hereby elects to exercise its conversion rights as to a portion or portions of its CRA Preferred Shares, all as specified opposite its signature below: Dated: EXERCISING HOLDER NUMBER OF CRA PREFERRED SHARES TO Name ______________________________________ BE CONVERTED TO COMMON SHARES Signature__________________________________ APPENDIX B CERTIFICATE OF DESIGNATION of SERIES A CONVERTIBLE COMMUNITY REINVESTMENT ACT PREFERRED SHARES of CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY Pursuant to the Amended and Restated Trust Agreement of Charter Municipal Mortgage Acceptance Company dated September 30, 1997, as amended CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY, a Delaware business trust created and existing under the Delaware Business Trust Act (the "Trust"), DOES HEREBY CERTIFY: That pursuant to the authority expressly vested in the board of trustees of the Trust ("Board of Trustees") by the Amended and Restated Trust Agreement of the Trust, dated September 30, 1997, as amended (the "Trust Agreement"). Except , the Board of Trustees duly adopted on June 13, 2002 resolutions providing for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name amendment of the Depository or its nominee and at all times: Trust Agreement creating a class of Preferred Shares, no par value, of the Trust, with (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; designations, powers, preferences, (ii) ownership the relative, participating, optional or other special rights, and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesqualifications, charges and expenses from its Depository Participants; limitations or restrictions, set forth below (iv) in addition to those set forth in the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Trust Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single):

Certificates. (a) The DepositoryIn the case of a request on behalf of a Deceased Holder, the Seller appropriate evidence of death and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed any tax waivers are required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Certificates by Clearing Agency (or, in the Depositorycase of a Clearing Agency Indirect Participant, accompanied by registration instructions from such Clearing Agency Indirect Participant must notify the Depository for registrationrelated Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Trustee shall issue Clearing Agency will date and time stamp such request and forward such request to the definitive CertificatesTrustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Seller Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-3 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class A-3 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class A-3 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trustee for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all Board determines that it is in the best interests of the Certificates Company to issue certificates attesting to the ownership of one or more such Classes request that the Trustee cause such Class to become Global CertificatesShares by Members, the Trustee provisions of this Section 11.01 shall thereafter apply (and the Seller will take prior to such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established determination by the Depository Participant Board, if any, this Section 11.01 shall have no force or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedureseffect). (ba) If (i)(A) Shares shall be represented by a certificate or certificates, setting forth upon the Seller advises the Trustee in writing face thereof that the Depository Company is no longer willing or able to properly discharge its responsibilities as Depository and (B) a limited liability company formed under the Trustee or laws of the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the DepositoryState of Delaware, the Trustee shall request that the Depository notify all Certificate Owners name of the occurrence Member to which it is issued and the class and number of any Shares which such event and certificate represents. Such certificates shall be entered in the books of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely onCompany as they are issued, and shall be protected in relying onsigned by the Board and may be sealed with the Company’s seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, such instructions. the transferring Member shall surrender to the Company any certificates representing the Member’s Shares being transferred. All certificates representing Shares (i) REMIC I will be evidenced by (x) unless registered under the REMIC I Regular Interests (designated belowSecurities Act), which will be uncertificated and nonshall bear at a minimum the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (A) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY AS MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING LIMITATIONS AND TRANSFER RESTRICTIONS, RIGHTS OF FIRST REFUSAL, RIGHTS OF CO-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesSALE, which is hereby designated as the singleAND FORCED SALE PROVISIONS AND OTHER MATTERS AS SET FORTH IN THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT AMONG THE HOLDER OF THESE SHARES, THE COMPANY, AND CERTAIN OTHER MEMBERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below)Interests, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificates will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated in the following manner: (1) During each Interest Accrual Period, REMIC I Regular Interests 1A, 1B and 1R and the Class R-I Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 1 Mortgage Loans. (2) During each Interest Accrual Period, REMIC I Regular Interests 2A-1, 2A-2, 2A-3 and 2B will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 2 Mortgage Loans. (3) During each Interest Accrual Period, REMIC I Regular Interests 3A and 3B will bear interest at a variable Pass- Through Rate equal to the weighted average of the Net Rates of the Group 3 Mortgage Loans. (4) During each Interest Accrual Period, REMIC I Regular Interests 4A and 4B will bear interest at a variable Pass- Through Rate equal to the weighted average of the Net Rates of the Group 4 Mortgage Loans. (5) During each Interest Accrual Period, REMIC I Regular Interests 5A and 5B will bear interest at a variable Pass- Through Rate equal to the weighted average of the Net Rates of the Group 4 Mortgage Loans. (6) The corresponding Classes of Certificates for these REMIC I Regular Interests are all of the Subordinate Certificates. Principal and interest shall be allocable to the Subordinate Certificates and shall be apportioned among such Certificates in the same order and priority as payments are to be made on such Certificates. Principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC I Regular Interests in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the corresponding Classes of Certificates.

Certificates. (a) The DepositoryAs provided in the Agreement and subject to certain limitations therein set forth, the Seller and the Trustee have entered into a Depository Agreement dated as transfer of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered this Class A-1 Certificate is registrable in the name Certificate Register upon surrender of the Depository or its nominee and at all times: (i) this Class A-1 Certificate for registration of such Certificates may not be transferred transfer at the offices or agencies maintained by the Trustee except in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates of authorized denominations evidencing the same aggregate interest in the Trust will take such action be issued to the designated transferee. The Class A-1 Certificates are issuable only as registered Class A-1 Certificates without coupons in denominations of $1,000 and integral multiples thereof; provided, however, that one Class A-1 Certificate may be reasonably required issued in a denomination that represents any residual amount. As provided in the Agreement and subject to cause certain limitations therein set forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates of authorized denominations evidencing the Depository same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to accept such Class cover any tax or Classes for trading if it may legally be so tradedgovernmental charges payable in connection therewith. All transfers by The Trustee, the Certificate Owners of such respective Classes of Book-Entry Certificates Registrar, and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates agent of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Certificate Registrar may treat the person in whose name this Class A-1 Certificate is unable to locate a qualified successor within 30 days or (ii) registered as the Seller at its option advises owner hereof for all purposes, and neither the Trustee in writing that it elects to terminate the book-entry system through the DepositoryTrustee, the Trustee Certificate Registrar, nor any such agent shall request that be affected by any notice to the Depository notify contrary. The obligations and responsibilities to the Class A-1 Certificateholders created by the Agreement and the Trust created thereby shall terminate upon the payment to Class A-1 Certificateholders of all Certificate Owners amounts required to be paid to them pursuant to the Agreement and the disposition of all property held as part of the occurrence Trust. The Servicer may purchase the corpus of the Trust at a price not to be less than the price specified in the Agreement, and such sale of the Receivables and other property of the Trust may effect early retirement of the Class A-1 Certificates; however, such right is exercisable only as of a Record Date as of which the Certificate Balance is less than or equal to 10% of the original aggregate principal balance of the Receivables. No recourse shall be had for the payment of the principal of or interest on this Certificate, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement, against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Depositor or Servicer or of any successor at law or by the enforcement of any assessment or penalty or otherwise, all such event liability being, by the acceptance hereof and as part of the availability consideration for the issue hereof, expressly waived and released. Although this Class A-1 Certificate summarizes certain provisions of definitivethe Agreement, fully registered Certificates this Class A-1 Certificate does not purport to Certificate Owners requesting summarize the same. Upon surrender Agreement and reference is made to the Trustee Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Certificates Trustee. In the event of any inconsistency or conflict between the terms of this Class A-1 Certificate and the terms of the Agreement, the terms of the Agreement shall control. By acceptance of this Certificate, the holder agrees to be bound by the Depository, accompanied by registration instructions from foregoing provisions and the Depository for registration, terms of the Trustee shall issue Tax Partnership Agreement included as an annex to the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsAgreement. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I will be evidenced by for purposes of the REMIC Provisions (xas defined herein) under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in certificated. Class Designation for each REMIC I and Interest Type of Interest Uncertificated Pass-Through Rate Initial Uncertificated Principal Balance Final Maturity Date* Class Y-1 Regular Variable(1) $51,964.60 June 2035 Class Y-2 Regular Variable(2) $345,086.58 June 2035 Class Y-3 Regular Variable(3) $134,740.96 June 2035 Class Y-4 Regular Variable(4) $47,916.12 June 2035 Class Y-5 Regular Variable(5) $104,838.17 June 2035 Class Y-6 Regular Variable (y6) $25,142.25 June 2035 Class Z-1 Regular Variable(1) $103,877,244.40 June 2035 Class Z-2 Regular Variable(2) $689,841,698.42 June 2035 Class Z-3 Regular Variable(3) $269,352,497.04 June 2035 Class Z-4 Regular Variable(4) $95,786,209.88 June 2035 Class Z-5 Regular Variable(5) $209,571,496.83 June 2035 Class Z-6 Regular Variable (6) $50,260,340.75 June 2035 Component I of the Class R-I CertificatesR Certificates Residual (7) $100 June 2035 * The Distribution Date in the specified month, which is hereby the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Interests, the “latest possible maturity date” shall be the Final Maturity Date. (1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-1 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-3 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-4 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Interest distributed to the REMIC I Regular Interests Y-5 and Z-5 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-5 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (6) Interest distributed to the REMIC I Regular Interests Y-6 and Z-6 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Group II-6 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (7) Component I of the Class R Certificates will not bear interest. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” Component II of the singleClass R Certificates will represent the sole Class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC II and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R Certificates. None of the REMIC II Regular Interests will be certificated. Class Designation for each REMIC II Interest Type of Interest Uncertificated Pass-Through Rate Initial Uncertificated Principal Balance Final Maturity Date* LT1 Regular Variable(1) $804,009,103.24 June 2035 LT2 Regular Variable(1) $20,072.21 June 2035 LT3 Regular 0.00% $60,342.77 June 2035 LT4 Regular Variable(2) $60,342.77 June 2035 Component II of the Class R Certificates Residual (3) $0 June 2035 _______________ * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC II Interests, the “latest possible maturity date” shall be the Final Maturity Date. (1) The Class LT1 and LT2 REMIC II Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates on the Group I Mortgage Loans. (2) Class LT4 REMIC II Regular Interests will bear interest at a variable rate equal to twice the weighted average of the Net Rates on the Group I Mortgage Loans (3) Component II of the Class R Certificates will not bear interest. (iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” Component III of the Class R Certificates will represent the sole Class of “residual interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC III and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R Certificates. Class Designation for each REMIC III Interest Type of Interest Initial Uncertificated Principal Balance Uncertificated Pass-Through Rate II-1A-1 Regular $88,339,000 (1) II-1A-2 Regular $8,055,000 (1) II-2A-1 Regular $640,148,000 (2) II-3A-1 Regular $249,949,000 (3) II-4A-1 Regular $88,886,000 (4) II-5A-1 Regular $194,474,000 (5) II-6A-1 Regular $46,639,000 (6) II-B-1 Regular $5,678,000 (7) II-B-2 Regular $4,968,000 (7) II-B-3 Regular $4,258,000 (7) II-B-4 Regular $7,807,000 (7) II-B-5 Regular $9,936,000 (7) II-B-6 Regular $6,390,175 (7) Component III of the Class R Certificates Residual $0 (8) (1) The Class II-1A-1 REMIC III Regular Interests and the Class II-1A-2 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-1 Morgage Loans. (2) The Class II-2A-1 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-2 Mortgage Loans. (3) The Class II-3A-1 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-3 Mortgage Loans. (4) The Class II-4A-1 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-4 Mortgage Loans. (5) The Class II-5A-1 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-5 Mortgage Loans. (6) The Class II-6A-1 REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rates of the Group II-6 Mortgage Loans. (7) The Group II Subordinate REMIC III Regular Interests will bear interest at a variable rate equal to the weighted average of the Net Rate of the Mortgage Loans in each Mortgage Loan Group weighted in proportion to the results of subtracting from the aggregate principal balance of each Mortgage Loan Group, the Certificate Principal Balance of the related Classes of Senior REMIC III Regular Interests. (8) Component III of the Class R Certificates will not bear interest. (iv) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests and the REMIC III Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” Component IV of the Class R Certificates will represent the sole Class of “residual interests” in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate (which is also the Pass-Through Rate for the Related Certificates) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC IV, and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class R Certificates. Class Designation for each REMIC IV Interest Type of Interest Initial Uncertificated Principal Balance Uncertificated Pass-Through Rate I-A-1 Regular $315,946,000 (1) I-A-2 Regular $210,646,000 (2) I-A-3 Regular $141,053,000 (3) I-A-4 Regular $74,183,000 (4) II-1A-1 Regular $88,339,000 (5) II-1A-2 Regular $8,055,000 (5) II-2A-1 Regular $640,148,000 (6) II-3A-1 Regular $249,949,000 (7) II-4A-1 Regular $88,886,000 (8) II-5A-1 Regular $194,474,000 (9) II-6A-1 Regular $46,639,000 (10) II-M-1 Regular $19,161,000 (11) II-M-2 Regular $14,904,000 (11) II-M-3 Regular $8,516,000 (11) II-M-4 Regular $7,807,000 (11) II-M-5 Regular $7,097,000 (11) II-M-6 Regular $6,387,000 (11) II-B-1 Regular $5,678,000 (11) II-B-2 Regular $4,968,000 (11) II-B-3 Regular $4,258,000 (11) II-B-4 Regular $7,807,000 (11) II-B-5 Regular $9,936,000 (11) II-B-6 Regular $6,390,175 (11) I-M-1 Regular $20,506,000 (12) I-M-2 Regular $16,083,000 (13) I-B-1 Regular $12,062,000 (14) I-B-2 Regular $4,021,000 (15) I-B-3 Regular $4,021,000 (16) XP Regular $0 (17) B-IO-I and B-IO-P Regular $4,020,749 (18) Component IV of the Class R Certificates Residual $0 (19) (1) The Class I-A-1 REMIC IV Regular Interests will bear interest at a variable rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap. (2) The Class I-A-2 REMIC IV Regular Interest

Certificates. (a) The DepositoryOne or more certificates evidencing the Restricted Shares shall be issued by the Company in Director’s name, or at the Seller and the Trustee have entered into a Depository Agreement dated as option of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesCompany, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of a nominee of the Depository or its nominee Company, pursuant to which Director shall have voting rights and at shall be entitled to receive all timesdividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PROSPERITY BANCSHARES, INC. 2012 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PROSPERITY BANCSHARES, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PROSPERITY BANCSHARES, INC. Until the Forfeiture Restrictions have lapsed, (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative Director shall not be deemed entitled to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all delivery of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificatesstock certificate, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises Company shall retain custody of the Trustee stock certificate, and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the shares by Director. Upon request of the Committee, Director shall deliver to the Company a stock power, endorsed in writing that it elects blank, relating to terminate the book-entry system through Restricted Shares then subject to the DepositoryForfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Trustee Company shall request that deliver to Director a certificate without legend evidencing the Depository notify all Certificate Owners vested Restricted Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the occurrence issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such event and period as may be required to comply with applicable requirements of the availability any national securities exchange or any requirements of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender any law or regulation applicable to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in issuance or delivery of such instructions and may conclusively rely on, and shares. The Company shall not be protected in relying on, such instructionsobligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated REMIC I Regular Interests (designated below), which will be uncertificated Pass-Through Rate and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests") and the designation and initial principal amount of the Class R Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated. Class Designation for each REMIC I Uncertificated Regular Interest and REMIC I Initial Component I of the Type of Pass-Through Uncertificated Class R Certificates Interest Rate Principal Balance Final Maturity Date* (1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group I Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group II Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group III Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for the Group IV Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Component I of the Class R Certificates will not bear interest. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated REMIC II Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests") and the designation and initial principal amount of the Class R Certificates allocable to Component II of the Class R Certificates. None of the REMIC II Regular Interests will be certificated. Uncertificated Initial REMIC II Uncertificated Designation s Pass-Through Rate Principal Balance Final Maturity Date* ------------------------- -------------------- ---------------------- -------------------------- LT1 Variable(1) $400,023,432.32 November 25, 2045 LT2 Variable(1) $19,214.62 November 25, 2045 LT3 0.00% $20,825.86 November 25, 2045 LT4 Variable(1) $20,825.86 November 25, 2045 LT5 Variable(1) $20,020.24 November 25, 2045 LT6 0.00% $20,020.24 November 25, 2045 LT7 Variable(1) $20,020.24 November 25, 2045 LT8 Variable(1) $696,887,121.82 November 25, 2045 LT9 Variable(1) $31,104.08 November 25, 2045 LT10 0.00% $38,662.31 November 25, 2045 LT11 Variable(1) $38,662.31 November 25, 2045 LT12 Variable(1) $31,523.91 November 25, 2045 LT13 0.00% $38,242.49 November 25, 2045 LT14 Variable(1) $38,242.49 November 25, 2045 LT15 Variable(1) $33,031.41 November 25, 2045 LT16 0.00% $36,734.99 November 25, 2045 LT17 Variable(1) $36,734.99 November 25, 2045 LT18 Variable(1) $137,538,678.38 November 25, 2045 LT19 Variable(1) $5,818.44 November 25, 2045 LT20 0.00% $7,946.56 November 25, 2045 LT21 Variable(1) $7,946.56 November 25, 2045 LT22 Variable(1) $197,479,245.07 November 25, 2045 LT23 Variable(1) $9,883.36 November 25, 2045 LT24 0.00% $9,883.36 November 25, 2045 LT25 Variable(1) $9,883.36 November 25, 2045 LT26 Variable(1) $9,883.36 November 25, 2045 LT27 0.00% $9,883.36 November 25, 2045 LT28 Variable(1) $9,883.36 November 25, 2045 LT29 Variable(1) $70,884.49 November 25, 2045 LT30 0.00% $72,454.10 November 25, 2045 LT31 Variable(1) $72,454.10 November 25, 2045 LT-Y1 Variable (1) $200,202.42 November 25, 2045 LT-Y2 Variable (1) $348,830.80 November 25, 2045 LT-Y3 Variable (1) $68,824.97 November 25, 2045 LT-Y4 Variable (1) $98,833.24 November 25, 2045 Component II of the (2) $0.00 November 25, 2045 Class R (1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate. (2) Component II of the Class R Certificates will not bear interest. (iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component III of the Class R Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated REMIC III Pass-Through Rate (which is also the Pass-Through Rate for the Class of Certificates bearing the same designation) and initial principal amount or Uncertificated Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests") and the designation and initial principal amount of the Class R Certificates allocable to Component III of the Class R Certificates. For federal income tax purposes, payment of any Carryover Shortfall Amount to any Class of Certificates and all payments to the Class XP Certificate (which shall not be treated as an interest in any REMIC, but as a pass-through interest in the Trust entitled to any prepayment penalties payable with respect to the Mortgage Loans) shall be treated as paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of the REMIC III Regular Interest the ownership of which is represented by the Class of Certificates receiving such payment. REMIC III Regular Interests ▇-▇-▇, ▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇▇-▇-▇, IV-X-2, IV-X-2 and M-X will not be certificated. Designation Initial Principal Pass-Through Rate Amount I-A-1 $150,354,000 (1) I-A-2 $200,000,000 (2) II-A-1 $470,923,000 (3) II-A-2 $139,533,000 (4) III-A-1 $72,266,000 (5) III-A-2 $48,178,000 (6) IV-A-1 $107,484,000 (7) IV-A-2 $65,475,000 (8) I-X-1 $0 (9) I-X-2 $0 (9) II-X-1 $0 (9) II-X-2 $0 (9) II-X-3 $0 (9) III-X-1 $0 (9) IV-X-2 $0 (9) IV-X-2 $0 (9) M-X $0 (10) M-1 $39,418,000 (11) M-2 $32,251,000 (12) M-3 $10,750,000 (13) M-4 $10,034,000 (14) M-5 $9,317,000 (15) M-6 $9,317,000 (16) B-1 $6,450,000 (17) B-2 $5,734,000 (18) B-3 $8,600,000 (19) B-4 $15,767,000 (20) B-5 $17,917,000 (20) B-6 $13,617,839 (20) Component III (21) of the Class R $0 XP NA (22) ---------- (1) The Class I-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (yiii) the Net Rate Cap. (2) The Class RI-I CertificatesA-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Year MTA plus the related Margin and (ii) the Net Rate Cap. (3) The Class II-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, which is hereby designated (ii) 10.50% per annum and (iii) the Net Rate Cap. (4) The Class II-A-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (5) The Class III-A-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (6) The Class III-A-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (7) The Class IV-A-1 Certificates will bear interest at a Pass-Through Rate equal to the lesser of (i) One-Year MTA plus the related Margin and (ii) the Net Rate Cap. (8) The Class IV-A-2 Certificates will bear interest at a Pass-Through Rate equal to lesser of (i) One-Year MTA plus the related Margin and (ii) the Net Rate Cap. (9) Calculated as provided in the singledefinition of Uncertificated REMIC III Pass-Through Rate. (10) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate. (11) The Class M-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (12) The Class M-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (13) The Class M-3 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (14) The Class M-4 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (15) The Class M-5 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (16) The Class M-6 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (17) The Class B-1 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (18) The Class B-2 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (19) The Class B-3 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (20) The Class B-4, Class B-5 and Class B-6 Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. (21) Component III of the Class R Certificates will not bear interest. (22) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive Prepayment Charges collected with respect to the Pre

Certificates. (a) The DepositoryAny Shares held by a Stockholder shall be represented by a certificate, setting forth upon the Seller and face thereof that the Trustee have entered into Management Company is a Depository Agreement dated as corporation organized under the laws of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesState of Delaware, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee Person to which it is issued and at all times: (i) registration the number of Shares which such Certificates may not certificate represents. Such certificates shall be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on entered in the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository Management Company as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely onissued, and shall be protected in relying onsigned by the Chief Executive Officer of the Management Company. Upon any Transfer permitted under this Stockholders’ Agreement and the Operating Agreement, the transferring Stockholder shall (a) issue to the transferee a certificate representing the number of Shares so transferred and (b) surrender to the Management Company and the Management Company shall issue to the transferring Stockholder certificates representing the remaining Shares, if any, held by such instructions. transferring Stockholder after taking into account such Transfer. All certificates representing Shares (i) REMIC I will be evidenced by unless registered under the Securities Act of 1933, as amended (x) the REMIC I Regular Interests (designated below“Securities Act”), which will be uncertificated and nonshall bear the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE MANAGEMENT COMPANY HAS RECEIVED SUCH ASSURANCES AS THE MANAGEMENT COMPANY MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF COUNSEL. ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE TERMS AND PROVISIONS OF A STOCKHOLDERS’ AGREEMENT BETWEEN THE MANAGEMENT COMPANY AND THE STOCKHOLDERS SET FORTH THEREIN AND A LIMITED LIABILITY COMPANY AGREEMENT BETWEEN SK-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesEARTHLINK LLC AND THE MEMBERS NAMED THEREIN, which is hereby designated as the singleEACH DATED THE [ DAY OF , 2005]. A COPY OF THE STOCKHOLDERS’ AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT IS ON FILE WITH THE SECRETARY OF THE MANAGEMENT COMPANY. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BECOME BOUND BY THE STOCKHOLDERS’ AGREEMENT AND LIMITED LIABILITY COMPANY AGREEMENT.

Certificates. (a) The Depository, the Seller Depositor and the Trustee Securities Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee Securities Administrator cause such Class to become Global Certificates, the Trustee Securities Administrator and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Trustee Securities Administrator shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee Securities Administrator shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. 125 Neither the Seller Depositor nor the Trustee Securities Administrator shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I will be evidenced by (x) for purposes of the REMIC I Regular Interests Provisions (designated below)as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, which will be uncertificated Uncertificated Pass-Through Rate and non-transferable and are hereby designated as initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and (y) the designation and Certificate Principal Balance of the Class RR Certificates allocable to Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated. 126 Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated Assumed Final Distribution each REMIC I CertificatesInterest Interest Rate Principal Balance Date* ------------------------- ------------ ---------------- -------------------- ------------------------- ------------------------- ------------ ---------------- -------------------- ------------------------- Y-1 Regular Variable(1) $178,076.60 May 2036 Y-2 Regular Variable(2) $170,070.11 May 2036 Y-3 Regular Variable(3) $184,611.73 May 2036 Y-4 Regular Variable (4) $1,724,283.01 May 2036 Z-1 Regular Variable(1) $356,008,565.34 May 2036 Z-2 Regular Variable(2) $341,261,590.36 May 2036 Z-3 Regular Variable (3) $369,038,840.82 May 2036 Z-4 Regular Variable(4) $48,541,740.67 May 2036 Component I of the Class R Certificates Residual (5) $0 May 2036 _______________________ * The Distribution Date in the specified month, which is hereby the month following the month the latest maturing Mortgage Loan in the related Sub-Loan Group matures. For federal income tax purposes, for each REMIC I Regular Interest, the "latest possible maturity date" shall be the Assumed Final Distribution Date. (1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-4 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Component I of the Class R Certificates will not bear interest. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group III Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component II of the singleClass R Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R Certificates. None of the REMIC II Regular Interests will be certificated. 127 Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated Assumed Final Distribution each REMIC II Interest Interest Rate Principal Balance Date* ------------------------- ------------ ---------------- -------------------- ------------------------- ------------------------- ------------ ---------------- -------------------- ------------------------- Y-1 Regular Variable(1) $134,405.20 May 2036 Y-2 Regular Variable(2) $62,857.67 May 2036 Y-3 Regular Variable(3) $46,321.05 May 2036 Y-4 Regular Variable (4) $72,024.85 May 2036 Y-5 Regular Variable (5) $85,081.17 May 2036 Y-6 Regular Variable (6) $99,868.41 May 2036 Z-1 Regular Variable(1) $268,676,101.25 May 2036 Z-2 Regular Variable(2) $125,652,491.46 May 2036 Z-3 Regular Variable (3) $92,595,822.02 May 2036 Z-4 Regular Variable(4) $143,977,666.82 May 2036 Z-5 Regular Variable(5) $170,077,332.63 May 2036 Z-6 Regular Variable(6) $199,636,950.13 May 2036 Component II of the Class R Certificates Residual (7) $0 May 2036 _______________________ * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Sub-Loan Group matures. For federal income tax purposes, for each REMIC II Regular Interest, the "latest possible maturity date" shall be the Assumed Final Distribution Date. (1) Interest distributed to REMIC II Regular Interests Y-1 and Z-1 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-1 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (2) Interest distributed to REMIC II Regular Interests Y-2 and Z-2 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-2 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (3) Interest distributed to REMIC II Regular Interests Y-3 and Z-3 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-3 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (4) Interest distributed to REMIC II Regular Interests Y-4 and Z-4 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-4 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (5) Interest distributed to REMIC II Regular Interests Y-5 and Z-5 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-5 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (6) Interest distributed to REMIC II Regular Interests Y-6 and Z-6 on each Distribution Date will have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-6 Mortgage Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date. (7) Component II of the Class R Certificates will not bear interest. (iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component III of the Class R Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R Certificates. None of the REMIC III Regular Interests will be certificated. Class Designation for Type of Uncertificated Initial Uncertificated Assumed Final each REMIC III Interest Interest Pass-Through Rate Principal Balance Distribution Date * ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- LT1 Regular Variable(1) $921,083,293.36 May 2036 LT2 Regular Variable(1) $29,873.87 May 2036 LT3 Regular 0.00% $62,249.90 May 2036 LT4 Regular Variable(2) $62,249.90 May 2036 Component III of the Class R Certificates Regular (3) $0 May 2036 ______________________ 128 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each REMIC III Regular Interest, the "latest possible maturity date" shall be the Assumed Final Distribution Date. (1) REMIC III Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted average of the Net Rates on the Group I Mortgage Loans. (2) REMIC III Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted average of the Net Rates on the Group I Mortgage Loans. (3) Component III of the Class R Certificates will not bear interest. (iv) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC IV." Component IV of the Class R Certificates will represent the sole Class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC IV and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class R Certificates. Class Designation for each Initial Uncertificated Uncertificated Pass-Through REMIC IV Interest Type of Interest Principal Balance Rate -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- II-1A Regular $325,020,000 (1) II-2A Regular $311,556,000 (2) II-3A Regular $336,916,000 (3) II-4A-1 Regular $40,066,000 (4) II-4A-2 Regular $4,250,000 (4) II-B-1 Regular $36,250,

Certificates. (a) The DepositoryBuyers shall have received a certificate, signed by ------------ the Seller president or chief executive officer of each of DRCA and each of the Trustee have entered into a Depository Agreement Houston Asset Sellers and by ▇▇▇▇▇▇▇ and dated as of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesDate, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: certifying that (i) registration the representations and warranties of such Certificates may not be transferred by Sellers set forth herein are true and correct as of the Trustee except to a successor to the Depository; Closing Date, and (ii) ownership and transfers of registration of such Certificates on the books each Seller has performed all of the Depository obligations under this Agreement that were required to be performed prior to or at the Closing (except as performance may have been waived by Buyers prior to or at the Closing). Sellers shall be governed by applicable rules established have delivered to Buyers (i) assignments of the Contracts included in the Houston Assets, in form and substance reasonably satisfactory to Buyers, fully executed and acknowledged by the Depository; Houston Asset Sellers, conveying to Buyers all of the Houston Asset Sellers' interest in the Contracts, (ii) copies of resolutions duly adopted by the board of directors of DRCA and by the board of directors and by the shareholders of each of the Houston Asset Sellers authorizing and approving Sellers' performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents to be executed by Sellers as described herein, certified as true and of full force as of the Effective Time, by the president and secretary of the respective Sellers, (iii) certificates of incumbency for the Depository may collect its usual respective officers of the respective Sellers executing this Agreement or making certifications pursuant hereto dated as of the Closing Date, in form and customary feessubstance reasonably satisfactory to Buyers, charges and expenses from its Depository Participants; (iv) certificates of existence and good standing (to the Trustee shall deal with the Depository as representative extent applicable) of such Certificate Owners PhysiCare, Little Rock PA, DRCA and each of the respective Class of Certificates for purposes of exercising Houston Asset Sellers from the rights of Certificateholders under this Agreementstate in which it is incorporated or organized, and requests and directions for and votes of such representative shall not be deemed dated no later than ten (10) business days prior to be inconsistent if they are made with respect to different Certificate Owners; and the Closing Date, (v) copies of the Trustee may rely articles of incorporation and bylaws of each of PhysiCare and Little Rock PA, certified as true, correct, and complete as of the Closing Date by the president and the secretary of each such entity, and (vi) such other customary instruments, documents, and certificates reasonably satisfactory to Buyers as shall be fully protected necessary to carry out the intent and effectuate the purposes of this Agreement and sufficient to vest in relying upon information furnished by Buyers good, valid, and marketable title to the Depository with respect to its Depository Participants. The Residual Certificates PhysiCare Stock, the Little Rock PA Stock, and the Private Certificates are initially Physical Certificates. If at any time the Holders Houston Assets, free and clear of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresEncumbrances. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The DepositoryCertificates evidencing any of the Company Securities (“Certificates”) shall be in such form, not inconsistent with that required by the Act or any other Law and this Agreement, as shall be approved by the Board of Directors. Each Certificate shall certify the number of Company Securities and the class of such Company Securities which the Certificate represents and shall be signed by (i) the Chairman of the Board, the Seller President or any Vice President and (ii) the Trustee have entered into a Depository Agreement dated as Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Closing Date Company and countersigned by the Transfer Agent (in the "Depository Agreement"event that the Company is not the Transfer Agent); provided, however, that any or all of the signatures, including the countersignature, on the Certificate may be facsimile. Except In the event that any Officer or Transfer Agent who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such person were such Officer or Transfer Agent on the date of issue. Certificates for each class of Company Securities shall be consecutively numbered and shall be entered in the Residual Certificatesbooks and records of the Company as they are issued and shall exhibit the holder’s name and number of Company Securities, the Private Certificates and the Individual Certificates and except as provided in Subsection 5.01(b3.4(b), . No Certificate shall be valid for any purpose until it has been countersigned by the Certificates shall at all times remain registered Transfer Agent (in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request event that the Trustee cause such Class to become Global Certificates, Company is not the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal proceduresTransfer Agent). (b) If The Company Securities may be represented by global certificates issued in the name of Cede & Co. (i)(A) or such other name as the Seller advises depositary may direct), as nominee for the Trustee Depositary Trust Company, as depositary for the Company Securities, and Certificates shall not be issued to owners of beneficial interests in writing that global certificates held by the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the depositary. Any provision herein calling for delivery of Certificates for Company Securities may be satisfied by delivering such Company Securities by book-entry system through transfer to such owners of beneficial interests at an account maintained for that purpose by the DepositoryTransfer Agent with the depositary, in accordance with arrangements among the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event depositary and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender its participants and subject to the Trustee of the Certificates various policies and procedures that may be adopted by the Depository, accompanied by registration instructions depositary from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionstime to time. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option (with the consent of the Trustee) advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Certificate will have the following designations, initial balances and pass-through rates: REMIC I Interest Initial Balance Pass-Through Rate Related Group ---------------- --------------- ----------------- ------------- I-1X (1) (2) Group I-1 I-1SUB $ 251.54 8.00% Group I-1 I-1PO $ 1,987,343.18 0.00% Group I-1 I-1ZZZ $81,858,444.92 8.00% Group I-1 I-2X (3) (4) Group I-2 I-2SUB $ 143.59 7.50% Group I-2 I-2PO $ 1,315,565.35 0.00% Group I-2 I-2ZZZ $46,547,708.33 7.50% Group I-2 Class R-I $ 50.00 N/A Group I-2 ------------------------------------ (1) REMIC I Regular Interest I-1X will not have an Uncertificated Principal Balance, but will accrue interest on a notional amount equal to the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans. (2) The weighted average of the greater of (i) zero and (ii) the excess of (a) the Net Rate of the each Group I-1 Mortgage Loan over (b) 8.00%, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I. The REMIC I Regular Interests and the Class R-I Interest will have the following designations and pass-through rates: REMIC I Interest Initial Balance Pass-Through Rate Related Group -------------- ---------------------- --------------------- -------------------- LT-1 $ 205,314,849.00 (1) Group 1 LT-PF1 $ 50,413,880.00 (2) Group 1 LT-2 $ 49,805,470.00 (3) Group 2 Class R-I $ 50.00 (1) Group 1 ------------------------------ (1) For the Distribution Date in June 2002, the weighted average of the Net Rates of the Group 1 Mortgage Loans other than the Subsequent Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Thereafter, the weighted average of the Net Rates of the Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) For the Distribution Date in June 2002, a per annum rate equal to 3.6891%. Thereafter, the weighted average of the Net Rates of the Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) The weighted average of the Net Rates of the Group 2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. For the Distribution Date in June 2002, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, REMIC I Regular Interests LT-1, LT-PF1 and LT-▇ ▇▇ ▇▇▇▇ ▇mounts are attributable to the Group 1 Mortgage Loans other than the Subsequent Mortgage Loans, the Subsequent Mortgage Loans and the Group 2 Mortgage Loans, respectively. Thereafter, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, (i) REMIC I Regular Interests LT-1 and LT-PF1, pro rata, and (ii) REMIC I Regular Interest LT-2, as such amounts are attributable to the Group 1 Mortgage Loans and the Group 2 Mortgage Loans, respectively. (ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II Interest, which is hereby designated as the single "residual interest" in REMIC II. The REMIC II Regular Certificates and the Class R-I Certificates will have the following designations and pass-through rates:

Certificates. (a) The DepositoryIn the case of a request on behalf of a Deceased Holder, the Seller appropriate evidence of death and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed any tax waivers are required to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Certificates by Clearing Agency (or, in the Depositorycase of a Clearing Agency Indirect Participant, accompanied by registration instructions from such Clearing Agency Indirect Participant must notify the Depository for registrationrelated Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. The Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall not be liable for any delay in delivery of requests for distributions or withdrawals of such instructions requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class I-A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and may conclusively rely onthe amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class I-A-4 Certificates which have been accepted for a distribution shall be protected due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in relying onwhich such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class I-A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such instructions. (i) REMIC I Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be evidenced irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class I-A-4 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class I-A-4 Certificates are rejected by (x) the REMIC I Regular Interests (designated below)Trustee for failure to comply with the requirements of this Section 4.07, which will be uncertificated and non-transferable and are hereby designated the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singlereason for such rejection.

Certificates. (a) The Depository, the Seller Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of the Closing Date July 29, 2004 (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the The Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of the Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option and with the Grantor Trustee's consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (ic) REMIC I The Certificates shall have the following designations and initial principal amount: DESIGNATION INITIAL PRINCIPAL AMOUNT ----------- ------------------------ M-1 $38,500,000 M-2 $60,499,000 M-3 $44,000,000 M-4 $60,499,000 M-5 $60,499,000 (d) With respect to each Payment Date, the Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Payment Date and the Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the respective Certificate Interest Rate and the Current Principal Amount of the Certificates applicable to such Payment Date (before giving effect to any payments on the Certificates on such date). (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be evidenced by (x) the REMIC I Regular Interests (designated below), which registered as a single Certificate for each class of Certificates issued under this Agreement and will be uncertificated held by a nominee of the Depository or the DTC Custodian, and nonbeneficial interests will be held by investors through the book-transferable entry facilities of the Depository in minimum denominations of $25,000 and are hereby designated as increments of $1.00 in excess thereof. On the "regular interests" Closing Date, the Grantor Trustee shall execute and countersign the Certificate in REMIC I the entire Current Principal Amount of the Certificates. The Grantor Trustee shall sign the Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the Grantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (yg) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the Class R-I Certificatesmanually executed countersignature of the Grantor Trustee or its agent, which is hereby designated as and such countersignature upon any Certificate shall be conclusive evidence, and the singleonly evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their countersignature.

Certificates. (a) The Depository, Following the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: Effective Time: (i) registration of such Certificates may not be transferred by the Trustee except to a successor each certificate or other instrument or acknowledgement that immediately prior to the DepositoryEffective Time represented outstanding ICEsoft Securities that were deemed to be cancelled at the Effective Time shall represent only the right to receive in exchange therefor the consideration that the holder thereof is entitled to receive pursuant to Section 2.5; and (ii) ownership and transfers ▇▇▇▇▇▇▇ shall cause the Transfer Agent to issue to each Holder of registration of such Certificates on outstanding ICEsoft Securities immediately before the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary feesEffective Time that were exchanged for Resulting Issuer Securities pursuant to Section 2.5, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more certificates representing the applicable Resulting Issuer Securities deliverable to such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made Holder in accordance with Section 2.5. In the procedures established event any certificate or other instrument or acknowledgement that immediately prior to the Effective Time represented one or more outstanding ICEsoft Securities that were exchanged pursuant to Section 2.5 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Depository Participant Holder thereof claiming such certificate to be lost, stolen or brokerage firm destroyed and such other documents as may reasonably be required, including, if requested, a bond in such amount as the Resulting Issuer may direct or other indemnity reasonably satisfactory to the Resulting Issuer and the Transfer Agent, the Transfer Agent may issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates one or more of Certificate Owners it represents or of brokerage firms for which it acts as agent the applicable Resulting Issuer Securities, deliverable in accordance with the Depository's normal proceduresSection 2.5. (b) If (i)(A) The parties acknowledge that certain of the Seller advises Resulting Issuer Common Shares to be issued to ICEsoft Shareholders under the Trustee Amalgamation may become subject to escrow requirements in writing accordance with the policies of the Canadian Securities Exchange or TSX Venture Exchange, as applicable, in the event that such securities are listed on any such stock exchange. The parties also acknowledge that any such Resulting Issuer Common Shares deposited into escrow will be held in escrow and released in accordance with the policies of the Canadian Securities Exchange or TSX Venture Exchange, as applicable. The parties agree that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners terms of the occurrence of any such event escrow will be negotiated by counsel for the parties and of the availability of definitive, fully registered Certificates applicable stock exchange and the parties agree to Certificate Owners requesting accept the same. Upon surrender to the Trustee of the Certificates terms imposed by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificatesapplicable stock exchange. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I The escrowed securities will be evidenced held in escrow under an escrow agreement in the form prescribed by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the singleapplicable stock exchange.

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vvi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (ic) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesCertificate, which is hereby designated as the singlesingle "residual interest" in REMIC I. Distributions shall be deemed to be made to the REMIC I Regular Interests first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.1% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.1% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to the Class ZZZ Certificates. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.1% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.1% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, the remaining Realized Losses shall be allocated to the Class ZZZ Certificate. The REMIC I Regular Certificates and the Class R-I Certificates will have the following designations and pass-through rates: REMIC I Interest Initial Balance Related Group Pass-Through Rate ------------------- ------------------------ ------------------- -------------------- 1A $ 431.62 Group 1 (5) 1B $ 15,695.17 Group 1 (1) 2A $ 477.11 Group 2 (5) 2B $ 17,349.13 Group 2 (2) 3A $ 1,279.66 Group 3 (5) 3B $ 46,532.79 Group 3 (3) 4A $ 584.51 Group 4 (5) 4B $ 21,254.56 Group 4 (4) ZZZ $ 1,003,171,095.45 N/A (5) Class R-I $ 50.00 N/A N/A _________________________________ 1) The weighted average of the Net Rates of the Group 1 Mortgage Loans. 2) The weighted average of the Net Rates of the Group 2 Mortgage Loans. 3) The weighted average of the Net Rates of the Group 3 Mortgage Loans. 4) The weighted average of the Net Rates of the Group 4 Mortgage Loans. 5) The weighted average of the Net Rates of the Mortgage Loans. (d) REMIC II will be evidenced by (x) the Certificates (other than the Class R-I Certificate) (the "REMIC II Regular Interests"), which are hereby designated as the "regular interests" in REMIC II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Subsection 5.01(d) and (y) the Class R-II Certificate, which is hereby designated as the single "residual interest" in REMIC II. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Designation Initial Principal Amount Pass-Through Rate ----------- ------------------------ ----------------- I-A $ 152,635,500 (1) II-A $ 168,720,200 (2) III-A $ 452,531,300 (3) IV-A $ 206,700,500 (4) R-II $ 50 N/A B-1 $ 12,604,100 (5) B-2 $ 5,545,700 (5) B-3 $ 4,537,300 (5) B-4 $ 1,008,400 (5) B-5 $ 2,016,500 (5) B-6 $ 2,016,888 (5) (1) The Class I-A Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) The Class II-A Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) The Class III-A Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (4) The Class IV-A Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group 4 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Pass-Through Rates on each REMIC I Regular Interest ending with the designation "A"; provided that for purposes of such weighted average, the Pass-Through Rate of each such REMIC I Regular Interest shall be subject to a cap and a floor equal to the weighted average of the Net Rates of the Mortgage Loans in the related Group. In addition to the principal described above, the Class R-I and Class R-II Certificates shall each be entitled to all distributions from their respective REMICs, if any, that are not otherwise provided for herein.

Certificates. (a) The DepositoryNotwithstanding anything to the contrary in this Agreement, unless the Seller and the Trustee have entered into a Depository Agreement dated as Board of the Closing Date (the "Depository Agreement"). Except for the Residual CertificatesDirectors shall determine otherwise in respect of some or all of any or all classes of Shares, the Private Shares issued shall be evidenced by one or more Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered issued in the name of the Depository such Person holding such Shares or its issued in global form to a Record Holder that is a clearing corporation (or agent or nominee and at all times: (i) registration of such Certificates may not be transferred by clearing corporation), with such Certificate(s) evidencing the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration number of such Certificates on the books of the Depository shall be governed by applicable rules established by the DepositoryShares being so issued; (iii) the Depository may collect its usual and customary feesprovided, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreementhowever, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made that with respect to different Certificate Owners; any Certificate(s) evidencing Class A Common Shares issued in global form pursuant to any equity incentive plan of the Company to a Record Holder acting as nominee in respect of holders of outstanding or future awards issued under such plan, the number of Class A Common Shares evidenced by such Certificate(s) may be variable by reference to the Company’s register, as determined by, and (v) in accordance with such procedures established by, the Trustee may rely and Board of Directors. Certificates issued shall be fully protected in relying upon information furnished executed on behalf of the Company by the Depository with respect to its Depository Participants. The Residual Certificates Chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer and the Private Certificates are initially Physical CertificatesSecretary, any Assistant Secretary or other authorized Officer or Director. If at a Transfer Agent has been appointed for a class of Shares, no Certificate for such class of Shares shall be valid for any time purpose until it has been countersigned by the Holders Transfer Agent for such class of all Shares; provided, however, that if the Board of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required Directors elects to cause the Depository Company to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners issue Shares of such respective Classes of Book-Entry Certificates and any Global Certificates class in global form, the Certificate shall be made valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in accordance with the procedures established directions of the Company. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Depository Participant or brokerage firm representing Company, such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance may nevertheless be issued by the Company with the Depository's normal proceduressame effect as if such Person were such Officer or Transfer Agent at the date of issue. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single

Certificates. (a) The Depository, the Seller Depositor and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "“Depository Agreement"”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. (b) If (i)(A) the Seller Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller Depositor is unable to locate a qualified successor within 30 days or (ii) the Seller Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Seller Depositor nor the Trustee shall be liable for any delay in the delivery of such any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions. (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I will for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date” (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be evidenced by (x) the Final Maturity Date. None of the REMIC I Regular Interests will be certificated. The REMIC I Regular Interests and Component I of the Class R Certificates will have the following designations, initial balances and pass-through rates: Component I of the Class R Certificates (designated below)2) $0 February 25, 2036 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate. (2) Component I of the Class R Cerficates will not bear interest. (ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be uncertificated and non-transferable and are hereby designated as “REMIC II.” Component II of the "Class R Certificates will represent the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated REMIC II Pass-Through Rate (which is also the Pass-Through Rate for the Class of Certificates bearing the same designation) and initial principal amount or Uncertificated Principal Balance for each of the “regular interests" ” in REMIC II (the “REMIC II Regular Interests”) and the designation and initial principal amount of the Class R Certificates allocable to Component II of the Class R Certificates. For federal income tax purposes, payment of (i) any Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount to any Class of Certificates, (ii) in the case of the Class A, Class M and Class B Certificates, interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap, and (iii) any amounts to the Class XP Certificate (which shall not be treated as an interest in any REMIC, but as a pass-through interest in the Trust entitled to any prepayment penalties payable with respect to the Mortgage Loans) shall be treated as paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of the REMIC II Regular Interest the ownership of which is represented by the Class of Certificates receiving such payment. REMIC II Regular Interests B-IO-I and B-IO-P will not be certificated. Designation Initial Principal Pass-Through Rate A-1A $399,271,000 (y1) A-1B $300,000,000 (1) A-2A $264,635,000 (1) A-2B $85,000,000 (1) A-3 $116,545,000 (1) M-1 $50,672,000 (1) M-2 $21,438,000 (1) M-3 $7,796,000 (1) B-1 $16,891,000 (1) B-2 $14,942,000 (1) B-3 $6,496,000 (1) XP NA (2) B-IO-I and B-IO-P $15,590,241.70 (3) Component II of the Class R Certificates $0.00 (4) (1) The Class A, Class M and Class B Certificates will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Net Rate Cap. On any Distribution Date occurring in or after February, 2013, in which an amount is payable to the Final Maturity Reserve Fund pursuant to Section 4.10, if the Maximum Coupon Strip Rate exceeds the Coupon Strip Rate, for federal income tax purposes, each REMIC II Regular Interest, the ownership of which is represented by the Class A, Class M and Class B Certificates, will bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the Modified Net Rate Cap. The entitlements of holders of the Class A, Class M and Class B Certificates to receive interest in excess of this modified Pass-Through Rate shall be treated as paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of the REMIC II Regular Interest the ownership of which is represented by the Class of Certificates receiving such payment, instead such amount shall be deemed to have been paid from amounts distributable in respect of the REMIC III Regular Interest B-IO. (2) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP Certificates will not represent an interest in any REMIC, they will instead represent an interest in the Trust constituted by this Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans. (3) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO Certificates shall be deemed to first be paid to REMIC II Regular Interest B-IO-I in reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and shall then be deemed paid to REMIC II Regular Interest B-IO-P in reduction of the principal balance thereof. (4) Component II of the Class R Cerficates will not bear interest. (iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of REMIC II Regular Interests B-IO-I and B-IO-P and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class R-X Certificates will represent the sole Class of “residual interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for the single “regular interest” in REMIC III and the designation and initial principal balance of the Class R-X Certificates. B-IO $15,590,241.70 (1) Class R-X Certificates $0.00 (2) (1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate on its Notional Amount. The REMIC III Regular Interest will not have an Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed distributed on REMIC II Regular Interests B-IO-I Certificatesand B-IO-P. (2) The Class R-X Certificates will not bear interest. (d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, which is hereby the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has been designated as the single“latest possible maturity date” for the REMIC I Regular Interests, REMIC II Regular Interests, the REMIC III Regular Interest and the Certificates. (e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each Class of Class A, Class M and Class B Certificates, interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, in each case, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount of such Class applicable to such Distribution Date. (f) The Certificates shall be substantially in the forms set forth in Exhibits ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and A-7. On original issuance, the Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates of any Class, the Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of definitive Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (g) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of, in the case of the Offered Certificates, $25,000 and increments of $1.00 in excess thereof, except that one Certificate of each such Class may be issued in a different amount so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and countersign Physical Certificates all in an aggregate principal amount that shall equal the Current Principal Amount of such Class on the Closing Date. The Private Certificates [(other than the Residual Certificates)] shall be issued in certificated fully-registered form in minimum dollar denominations of $[25,000] and integral multiples of $[1.00] in excess thereof, except that one Private Certificate of each Class may be issued in a different amount so that the sum of the denominations of all outstanding Private Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. The Residual Certificates shall each be issued in certificated fully-registered form. Each Class of Global Certificates, if any, shall be issued in fully registered form in minimum dollar denominations of $50,000 and integral multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall exec

Certificates. (a) The DepositoryUpon the issuance of Interests in the Partnership to any Person in accordance with the provisions of this Agreement, the Seller Partnership shall issue one or more certificates in the name of such Person substantially in the form of Exhibit C hereto (a “General Partner Interest Certificate”), or substantially in the form of Exhibit D hereto (a “Limited Partner Interest Certificate”, the General Partner Interest Certificate and the Trustee have entered into a Depository Agreement dated Limited Partner Interest Certificate are collectively referred to herein as an “Interest Certificate”), which evidences the ownership of the Closing Date Interests in the Partnership of such Person. Each such Interest Certificate shall be denominated in terms of the percentage of the Interests in the Partnership evidenced by such Interest Certificate and shall be signed by two officers of the General Partner. (the "Depository Agreement"). Except b) The Partnership shall maintain books for the Residual Certificatespurpose of registering the transfer of Interests. In connection with a transfer in accordance with this Agreement of any Interests in the Partnership, the Private Certificates Interest Certificate(s) shall be delivered to the Partnership for cancellation, and the Individual Certificates and as provided in Subsection 5.01(b)Partnership shall thereupon issue a new Interest Certificate to the transferee evidencing the Interests that were transferred and, if applicable, the Certificates Partnership shall at all times remain issue a new Interest Certificate to the transferor evidencing any Interests registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may transferor that were not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedurestransferred. (bc) If Each Interest Certificate evidencing Interests in the Partnership shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN CHENIERE CORPUS CHRISTI PIPELINE, L.P. (i)(ATHE “PARTNERSHIP”) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (BTHE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR PURSUANT TO AN OPINION OF COUNSEL, IF REQUESTED BY THE PARTNERSHIP, SATISFACTORY TO THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF (I) the Trustee or the Seller is unable to locate a qualified successor within 30 days or THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE PARTNERS AND (iiII) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the sameTHE FINANCE DOCUMENTS. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructionsCOPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE GENERAL PARTNER OF THE PARTNERSHIP. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, which is hereby designated as the single”

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby designated as the singlesingle "residual interest" in REMIC I.. The REMIC I Regular Interests and the Class R-I Interest will have the following designations, initial balances and pass-through rates: Initial Balance/Notional REMIC I Interest Amount Pass-Through Rate Related Group ---------------- ------ ----------------- ------------- 1A $1,199.75 6.00% I 1-IO $420,943,194.00 variable (1) I 1-PO $78,648.00 0.00% (2) I 1-ZZZ $420,863,196.25 6.00% I 2A $542.56 5.50% II 2-IO $190,349,407.00 variable (3) II 2-PO $52,291.00 0.00% (2) II 2-ZZZ $190,296,573.44 5.50% II 3A $130.01 7.00% III 3-IO $45,593,006.00 Variable (4) III 3-PO $765,936.00 0.00% (2) III 3-ZZZ $44,826,940.99 7.00% III ------------------------------------ (1) REMIC I Regular Interest 1-IO will accrue interest on its notional amount (equal to the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans) at a variable pass-through rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 1 Mortgage Loan over (b) 6.00% per annum. (2) REMIC I Regular Interests 1-PO, 2-PO and 3-PO are principal only interests and will not be entitled to distributions of interest. (3) REMIC I Regular Interest 2-IO will accrue interest on its notional amount (equal to the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans) at a variable pass-through rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 2 Mortgage Loan over (b) 5.50% per annum. (4) REMIC I Regular Interest 3-IO will accrue interest on its notional amount (equal to the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans) at a variable pass-through rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 3 Mortgage Loan over (b) 7.00% per annum. Interest on REMIC I Regular Interests shall be deemed distributed on each Distribution Date as follows: Interest distributions on REMIC I Regular Interest 1-IO shall be deemed made from the Group 1 Premium Loans so that such REMIC I Regular Interest receives interest in excess of 6.00% of such Loans. Interest distributions on REMIC I Regular Interest 2-IO shall be deemed made from the Group 2 Premium Loans so that such REMIC I Regular Interest receives interest in excess of 5.50% of such Loans. Interest distributions on REMIC I Regular Interest 3-IO shall be deemed made from the Group 3 Premium Loans so that such REMIC I Regular Interest receives interest in excess of 7.00% of such Loans. Interest on REMIC I Regular Interests other than those ending in the designation "IO" shall be deemed distributed at a the Pass-Through Rate specified above. Principal on REMIC I Regular Interests shall be deemed distributed on each Distribution Date as follows: FIRST, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Group; provided, however, that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be deemed distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained; provided, further that all distributions on such REMIC I Regular Interests shall be deemed to be from principal received on Mortgage Loans in the related Loan Group; SECOND, REMIC I Regular Interest 1-PO shall be deemed distributed a portion of the principal received on the Group 1 Discount Mortgage Loans in an amount equal to the amount deemed distributed on REMIC II Regular Interest 1-PO on such Distribution Date, REMIC I Regular Interest 2-PO shall be deemed distributed a portion of the principal received on the Group 2 Discount Mortgage Loans in an amount equal to the amount deemed distributed on REMIC II Regular Interest 2-PO on such Distribution Date, and REMIC I Regular Interest 3-PO shall be deemed distributed a portion of the principal received on the Group 3 Discount Mortgage Loans in an amount equal to the amount deemed distributed on REMIC II Regular Interest 3-PO on such Distribution Date; and THIRD, any remaining principal received on Mortgage Loans in each Loan Group shall be deemed distributed to the related REMIC I Regular Interest ending with the designation "ZZZ." Realized Losses shall be applied to the REMIC I Regular Interests on each Distribution Date as follows: FIRST, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Group; provided, however, that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses principal shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained; provided, further that all Realized Losses applied to such REMIC I Regular Interests shall be deemed to be Realized Losses on Mortgage Loans in the related Loan Group; SECOND, Realized Losses applied to REMIC II Regular Interest 1-PO shall be deemed applied to REMIC I Regular Interest 1-PO, Realized Losses applied to REMIC II Regular Interest 2-PO shall be deemed applied to REMIC I Regular Interest 2-PO, Realized Losses applied to REMIC II Regular Interest 3-PO shall be deemed applied to REMIC I Regular Interest 3-PO; and THIRD, any remaining Realized Losses with respect to Mortgage Loans in each Loan Group shall be applied to the related REMIC I Regular Interest ending with the designation "ZZZ." (ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II Certificate, which is hereby designated as the single "residual interest" in REMIC II. The REMIC II Regular Interests and the Class R-II Certificate will have the following designations, initial balances and pass-through rates: REMIC II Interest Initial Balance Pass-Through Rate Related Group I-A-1 $186,972,500 5.50% 1 I-A-2 $10,000,000 5.75% 1 I-A-3 $100,000,000 6.00% 1 I-A-4 $38,394,500 8.50% 1 I-A-6 $14,000,000 5.95% 1 I-A-7 $39,500,000 6.00% 1 I-A-8 $19,999,950 6.00% 1 I-X $420,943,194 (1) 1 I-P $78,647 0.00% 1 II-A $184,871,500 5.50% 2 II-X $190,349,407 (2) 2 II-P $52,290 0.00% 2 III-A $43,527,000 7.00% 3 III-X $45,593,006 (3) 3 III-P $765,935 N/A 3 B-1 $8,869,000 (4) N/A B-2 $3,612,000 (4) N/A B-3 $2,628,000 (4) N/A B-4 $1,313,000 (4) N/A B-5 $985,000 (4) N/A B-6 $1,316,134 (4) N/A ------------------------------------ (1) REMIC II Regular Interest I-X will not have an Uncertificated Principal Balance and is not entitled to receive distributions of principal. Instead, REMIC II Regular Interest I-X will be entitled to 100% of the interest distributed on REMIC I Regular Interest 1-IO. (2) REMIC II Regular Interest II-X will not have an Uncertificated Principal Balance and is not entitled to receive distributions of principal. Instead, REMIC II Regular Interest II-X will be entitled to 100% of the interest distributed on REMIC I Regular Interest 2-IO. (3) REMIC II Regular Interest III-X will not have an Uncertificated Principal Balance and is not entitled to receive distributions of principal. Instead, REMIC II Regular Interest III-X will be entitled to 100% of the interest distributed on REMIC I Regular Interest 3-IO. (4) REMIC II Regular Interests B-1, B-2, B-3, B-4, ▇-▇ ▇▇▇ ▇-▇ ▇▇▇▇ accrue interest at a per annum rate expressed as the weighted average of the Pass-Through Rates on REMIC I Regular Interests 1A, 2A and 3A, weighted on the basis of their respective Uncertificated Principal Balances. All interest payments with respect to REMIC II Regular Interest I-X shall be considered to have been made solely from the interest payments of the REMIC I Regular Interest 1-IO. All interest payments with respect to REMIC II Regular Interest II-X shall be considered to have been made solely from the interest payments of the REMIC I Regular Interest 2-IO. All interest payments with respect to REMIC II Regular Interest III-X shall be considered to have been made solely from the interest payments of the REMIC I Regular Interest 3-IO. Principal shall be payable, and shortfalls, losses and prepayments are allocable to, the REMIC II Regular Interests as such amounts are payable and allocable to the Corresponding Class. (iii) REMIC III will be evidenced by (x) the Certificates (other than the Class R Certificates) (the "REMIC III Regular Certificates"), which are hereby designated as the "regular interests" in REMIC III and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(iii) and (y) the Class R-III Certificate, which is hereby designated as the single "residual interest" in REMIC III. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Initial Principal/ Designation Notional Amount Pass-through Rate ----------- --------------- ----------------- I-A-1 $186,972,500 5.50% I-A-2 $10,000,000 5.75% I-A-3 $100,000,000 6.00% I-A-4 $38,394,500 (1) I-A-5 $38,394,500 (7) (2) I-A-6 $14,000,000 5.95 I-A-7 $39,500,000 6.00 I-A-8 $19,999,950 6.00 I-X $420,943,194 (3) I-P $78,647 N/A R-I $50 6.00% R-II $50 6.00% R-III $50 6.00% II-A $184,871,500 5.50% II-X $190,349,407 (4) II-P $52,290 N/A III-A $43,527,000 7.00% III-X $45,593,006 (5) III-P $765,935 N/A B-1 $8,869,000 (6) B-2 $3,612,000 (6) B-3 $2,628,000 (6) B-4 $1,313,000 (6) B-5 $985,000 (6) B-6 $1,316,134 (6) ------------------------------------ (1) The Class I-A-4 Certificates bear interest at a Pass-Through Rate equal to 2.315% per annum for the first Distribution Date, and thereafter at an adjustable Pass-Through Rate equal to 0.50% per annum plus LIBOR, subject to a minimum rate of 0.50% per annum and a maximum rate equal to 8.50% per annum. (2) The Class I-A-5 Certificates bear interest at a Pass-Through Rate equal to approximately 6.185% per annum for the first Distribution Date, and thereafter at an adjustable Pass-Through Rate equal to approximately 8.00% per annum minus LIBOR, subject to a minimum rate of 0.00% per annum and a maximum rate equal to approximately 8.00% per annum. (3) The Class I-X Certificates bear interest on their Notional Amount (equal to the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans) at a variable Pass-Through Rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 1 Mortgage Loan over (b) 6.00% per annum. The initial Notional Amount for the Class I-X Certificates is approximately $420,943,194 and the Pass-Through Rate for the initial Interest Accrual Period is approximately 0.639% per annum. For federal income tax purposes, the Class I-X Certificates will not have a Notional Amount, but will be entitled to 100% of the amounts distributed to REMIC II Regular Interest I-X. (4) The Class II-X Certificates bear interest on their Notional Amount (equal to the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans) at a variable Pass-Through Rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 2 Mortgage Loan over (b) 5.50% per annum. The initial Notional Amount for the Class II-X Certificates is approximately $190,349,407 and the Pass-Through Rate for the initial Interest Accrual Period is approximately 0.570% per annum. For federal income tax purposes, the Class II-X Certificates will not have a Notional Amount, but will be entitled to 100% of the amounts distributed to REMIC II Regular Interest II-X. (5) The Class III-X Certificates bear interest on their Notional Amount (equal to the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans) at a variable Pass-Through Rate equal to the weighted average of the excess of (a) the Net Rates on each such Group 3 Mortgage Loan over (b) 7.00% per annum. The initial Notional Amount for the Class III-X Certificates is $45,593,006 and the pass-through rate for the initial Interest Accrual Period is approximately 0.151% per annum. For federal income tax purposes, the Clas

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as assets of the Closing Date (Trust shall consist of the "Depository Agreement")Trust Fund. Except for The Trust shall be irrevocable. The assets of the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates Trust shall at all times remain registered in the name custody of the Depository or its nominee Trustee, on behalf of the Trust, and at all times: (i) registration shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of such Certificates may not the Trust shall be transferred held by the Trustee except and invested as provided herein. All assets received and held in the Trust will not be subject to a successor to the Depository; (ii) ownership any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and transfers of registration of such Certificates Trust Company in its own right, or any Person claiming through it. The Trustee, on the books behalf of the Depository Trust, shall be governed by applicable rules established by not have the Depository; (iii) the Depository may collect its usual and customary feespower or authority to transfer, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative assign, hypothecate, pledge or otherwise dispose of such Certificate Owners any of the respective Class assets of Certificates for purposes the Trust to any Person, except as permitted herein. No creditor of exercising a beneficiary of the rights Trust, of Certificateholders under this Agreementthe Trustee, and requests and directions for and votes of such representative the Master Servicer or of the Company shall not be deemed have any right to be inconsistent if they are made obtain possession of, or otherwise exercise legal or equitable 105 remedies with respect to different Certificate Owners; and (v) to, the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all property of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global CertificatesTrust, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made except in accordance with the procedures established terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Depository Participant or brokerage firm representing Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts and assignment by the Company to be referred to herein as agent in accordance with the Depository's normal procedures. (b"Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) shall deposit into the Seller at its option advises Certificate Account the Trustee in writing that it elects to terminate Clipper Mortgage Loan Purchase Amount. Concurrently with the book-entry system through the Depositoryexecution and delivery hereof, the Trustee shall request that (a) execute and deliver the Depository notify all Clipper Loan Sale Agreement, and withdraw from the Certificate Owners Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the occurrence of any such event and of purchase price for the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Certificates by Clipper Loan Sale Agreement and the Depository, accompanied by registration instructions from Protective Transfer Agreement. The Clipper Mortgage Loans and the Depository for registration, other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall issue become part of the definitive CertificatesTrust Fund. Neither The Trustee hereby accepts the Seller nor the Trustee shall be liable for any delay in Trust created hereby and accepts delivery of such instructions the Trust Fund on behalf of the Trust and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-I CertificatesR-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, which and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is hereby designated as held or deemed to create a security interest in the singlePNC Conveyed Assets, then

Certificates. (a) The Depository, amounts due on each Remittance Date are limited to certain residual amounts remaining after all amounts due to the Seller and the Trustee have entered into a Depository Agreement dated as Holders of the Closing Date Pool I, Pool II and Pool III Certificates have been paid on such Remittance Date. The Mortgage Loans will be serviced by The Money Store Inc. (the "Depository Servicer") pursuant to the Pooling and Servicing Agreement"). Except The Pooling and Servicing Agreement permits the Servicer to enter into Subservicing Agreements with certain institutions eligible for appointment as Subservicers for the Residual Certificatesservicing and administration of certain Mortgage Loans. No appointment of any Subservicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate is limited in right of payment to certain collections and recoveries relating to the Mortgage Loans and amounts on deposit in the Certificate Account all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Private Certificates Holder of any Certificate shall have the right which is absolute and unconditional to receive distributions to the Individual Certificates and as extent provided in Subsection 5.01(b)the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the Certificates shall at all times remain registered in consent of such Holder. The Pooling and Servicing Agreement provides that the name obligations created thereby will terminate upon the earlier to occur of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor distribution to the Depository; Certificateholders of all amounts required to be distributed to them thereunder and (ii) ownership and transfers at any time when a Qualified Liquidation of registration the Trust is effected; provided, however, that in no event shall the Trust continue beyond the expiration of such Certificates 21 years from the death of the survivor of the last lineal descendant of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the books Startup Date. Written notice of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed final distribution to be inconsistent if they are made with respect to different Certificate Owners; and each Class of Certificates shall be given by the Trustee to the Certificateholders of each Class after the Trustee determines that a final distribution is required to be made, specifying (vi) the Trustee may rely final Remittance Date upon which final distribution on each Class of Certificates will be made upon presentation and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all surrender of the Certificates of one or more such Classes request that Class at the office of the Trustee cause such Class to become Global Certificatestherein designated, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence amount of any such event final distribution and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable. The final distribution on any Certificate shall only be made upon presentation of the availability of definitive, fully registered Certificates to such Certificate Owners requesting the same. Upon surrender to the Trustee of Trustee. As provided in the Certificates by the Depository, accompanied by registration instructions from the Depository for registrationPooling and Servicing Agreement, the Trustee shall issue transfer of this Certificate is registrable in the definitive Certificates. Neither Register upon surrender of this Certificate for registration of transfer at the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby office designated as the "regular interests" location of the Register duly endorsed by the Holder hereof or his attorney duly authorized in REMIC I writing, and (y) thereupon one or more new Certificates of like Class, tenor and a like aggregate fractional undivided interest in the Trust Fund will be issued to the designated transferee or transferees. The Trustee is required to furnish certain information on each Remittance Date to the Holder of this Certificate, as more fully described in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, Certificates are exchangeable for new Certificates of the same Class R-I Certificatesas this Certificate in authorized denominations evidencing the same aggregate Percentage Interest. No service charge will be made for any such registration of transfer or exchange, which but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Trustee may treat the Person in whose name this Certificate is hereby designated registered as the singleowner hereof for all purposes, and neither the Trustee or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.